1 BACKGROUND
The undersigned has accepted a position at Entrepedia AS with organization number 919725109 (the “Company”), and intends to become a shareholder in the Company. This document specifies certain conditions for the undersigned.
2 DEED OF ADHERENCE – SHAREHOLDERS
By signature of this deed of adherence, the undersigned agree to be bound, perform and comply with the terms and conditions of the shareholders’ agreement of [=Date] relating to the Company (the “Shareholder’s Agreement”), as such agreement may have been amended from time to time, as if the undersigned was at that date a "Shareholder" as defined in the Shareholders' Agreement and a party thereto.
3 VESTING AND CLAWBACK CONDITIONS
The Shares held by undersigned are subject to the following vesting and clawback conditions.
3.1 VESTING SCHEDULE
The Shares held directly or indirectly by the undersigned, shall vest as follows: 25% to vest one year from the date of this Agreement and the remaining 75% to vest in equal monthly installments over the following 36 months (one forty-eight per month). Those Shares that are vested are defined as “Vested Shares”, the Shares that are not vested are defined as “Unvested Shares”. The purchase right specified in this Clause shall apply only to Unvested Shares.
3.2 CLAWBACK CONDITIONS
If the employment relationship of the undersigned is terminated with effect before 4 years from the date of this Agreement by the undersigned, or by the Company as a consequence of material breach of the undersigned’s duties according to its employment agreement which qualifies for termination according to the Norwegian Work Environment Act Section 15-14 (Avskjed), then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Shares from the undersigned. The Board can either buy the Unvested Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Unvested Shares. Those of the Shareholders who want to exercise their option are required to give notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be the subscription price the undersigned originally paid for the Unvested Shares.
3.3 CLAWBACK CONDITIONS - FAIR VALUE
If the employment relationship of the undersigned is terminated with effect before 4 years from the date of this agreement for other reasons than those described in Clause 3.2, then the Company or, if decided by the Board, alternatively the other Shareholders, shall have the right, but no obligation, to buy all Unvested Shares of the undersigned. The Board can either buy the Unvested Shares on behalf of the Company (which then the Shares becomes treasury Shares) or inform the other Shareholders in writing about the option to buy the Shares. Those of the Shareholders who want to exercise their option are required to give notification to the Board within 1 (one) month after reception of information from the Board. If the option is exercised by more than one Shareholder, the Unvested Shares shall be divided among them according to their pro rata shareholding of the Company at the time of exercising the right. The purchase price under this clause shall be equal to the subscription price per share used in the latest share capital increase in the Company.
4 OTHER PROVISIONS
Any notice, request, instruction or other document to be delivered to undersigned in connection with the Shareholders' Agreement should be delivered to the undersigned at the e-mail address set forth below.
5 SIGNATURE
Signature:
Name:
Title:
E-mail:
Date:
Shareholders Agreement - Deed of Adherence w/vesting and clawback, Rev 1.0 | Page of |
