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Share Retention Agreement
I need a Share Retention Agreement under Danish law for our three senior executives following our IPO planned for March 2025, with a two-year lock-up period and provisions for early release if specific performance targets are met.
1. Parties: Identification of the contracting parties - typically the company and the shareholder(s)
2. Background: Context of the agreement, including the purpose of the retention requirements and any related transactions
3. Definitions: Defined terms used throughout the agreement, including specific share-related terminology
4. Retention Obligations: Core obligations regarding share retention, including quantity and duration
5. Transfer Restrictions: Specific restrictions on the transfer, pledge, or encumbrance of shares
6. Duration and Release: Term of the retention period and conditions for early release or modification
7. Monitoring and Compliance: Procedures for monitoring compliance and reporting requirements
8. Consequences of Breach: Remedies and consequences for violating retention obligations
9. Notices: Process and requirements for formal communications between parties
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
11. General Provisions: Standard legal provisions including amendments, severability, and entire agreement
1. Employment Relationship: Required when the retention agreement is linked to employment terms or conditions
2. Performance Conditions: Used when share retention is tied to specific performance metrics or conditions
3. Multiple Share Classes: Needed when agreement covers different classes of shares with varying retention requirements
4. Tag-Along Rights: Included when certain shareholders are given the right to join in share transfers
5. Permitted Transfers: Details specific exceptions to transfer restrictions, such as transfers to family members or holding companies
6. Tax Provisions: Specific tax-related provisions when tax implications need to be addressed explicitly
7. Board Approval Process: Required when transfers or releases need specific board approval procedures
1. Schedule 1 - Share Ownership Details: Current share ownership information including share certificates numbers and classes
2. Schedule 2 - Transfer Notice Form: Standard form for requesting permission to transfer shares
3. Schedule 3 - Compliance Certificate: Template for periodic compliance certification
4. Schedule 4 - Release Request Form: Standard form for requesting early release from retention obligations
5. Schedule 5 - Performance Metrics: Detailed description of any performance conditions linked to retention requirements
6. Appendix A - Shareholder Register Extract: Current extract from the company's shareholder register
7. Appendix B - Board Resolution: Copy of board resolution approving the retention agreement
Authors
Financial Services
Technology
Manufacturing
Professional Services
Healthcare
Retail
Energy
Telecommunications
Real Estate
Transportation
Media and Entertainment
Life Sciences
Construction
Agricultural
Legal
Human Resources
Corporate Secretariat
Finance
Compliance
Corporate Governance
Executive Management
Board of Directors
Share Administration
Corporate Development
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Head of Legal
Legal Director
HR Director
Compensation Manager
Corporate Governance Officer
Compliance Officer
Board Secretary
Investment Manager
Private Equity Manager
Venture Capital Manager
Executive Director
Managing Director
Share Plan Administrator
Corporate Finance Manager
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