Equity Award Rollover Clauses
(Merger Agreement)

Summary

Use this clause in a merger agreement to address the rollover of equity compensation awards into the equity awards of a public-company buyer. This clause contains practical guidance, drafting notes, and optional clauses. Rollovers of equity awards may serve as an incentive to retain employees in the new company. Note that, since this clause contains provisions that are intended to be incorporated into the merger agreement, the terms and definitions contained in these provisions may need to be adapted and modified to conform with the definitions and terms contained elsewhere in the merger agreement. For a full listing of key content covering equity incentive plan considerations, see Equity Incentive Plan Resource Kit. For a full listing of related private equity and ancillary agreements in M&A transactions content, see Private Equity Transactions Resource Kit and Ancillary Agreements in M&A Transactions Resource Kit. For a practice note on this topic, see Equity Award Treatment in Corporate Transactions. See also Explanation of Equity Award Rollover in Corporate Transaction (Employee Memorandum). For templates concerning the cash-out of equity awards, see Equity Cash-Out Clause (Merger Agreement) and Explanation of Equity Award Cash-Out in Corporate Transaction (Employee Memorandum). For example merger agreements into which this clause may be incorporated, see Agreement and Plan of Merger (Private Target) (Pro-Buyer) (DE) and Agreement and Plan of Merger (Private Target) (Pro-Seller) (DE), available in the Corporate and M&A practice area. For a practice note and annotated clauses concerning the contribution and rollover by management (or others) of target company stock in exchange for an equity stake in the post-merger entity, see Equity Rollover Merger Agreement Clauses and Equity Rollover Commitments.