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Co-Invest Employee Program

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CO-INVEST EMPLOYEE PROGRAM PARTICIPATION AGREEMENT

This Co-Invest Employee Program Participation Agreement (Agreement) is entered into between: Company Name: and Employee Name: . Effective Date:

Personal Information

Position Information

Program Purpose and Eligibility

The Co-Invest Employee Program (Program) permits eligible employees to invest alongside the Company in specified investment opportunities. Eligibility for initial enrollment requires continuous employment with the Company for a minimum of months and satisfaction of any investor qualifications determined by the Company. Participation is voluntary and subject to the terms and conditions set forth in this Agreement.

Enrollment and Contribution Terms

By enrolling, Employee elects to commit capital to co-investments on the following terms. Employee understands that each opportunity will have separate subscription documentation and that this Agreement governs the terms of participation in Company-sponsored co-investments.

Vesting, Allocation and Distributions

Allocations to Employee will vest according to the schedule set by the Company for each co-investment. Distributions, returns of capital, and carried interest will be allocated and paid in accordance with the governing documents of each investment vehicle. Employee acknowledges that timing, priority, and form of distributions are governed by the applicable investment agreements.

Rights, Transfer Restrictions, and Conflicts

Employee acknowledges that interests purchased pursuant to this Program may be securities and subject to transfer restrictions, legends, and the investment vehicle's governing documents. Employee agrees not to transfer, pledge or encumber any interest except as permitted by the governing documents and applicable law. Employee represents that participation will not create a conflict with any duty to other parties and agrees to disclose any potential conflicts to the Company promptly.

Tax Matters and Withholding

Employee acknowledges that the Company does not provide tax advice. Employee is solely responsible for all tax reporting and obligations arising from participation. The Company may withhold amounts due for tax purposes from payroll or other payments, as required by law or company policy.

Risk Acknowledgment and Investment Representations

Employee understands that investments carry risk, including the possible loss of the entire invested amount, and acknowledges that past performance does not guarantee future results. Employee represents that Employee has the capacity to bear the economic risk of losing the entire investment and that Employee has reviewed or had the opportunity to review all relevant offering materials.

Certification: I certify that I have the financial ability to bear the economic risk of this investment and have read and understand the related offering documents.

Confidentiality and Non-Disclosure

Employee acknowledges that information concerning investments, the Company’s investment strategy, counterparties and underlying assets is confidential. Employee agrees not to disclose confidential information except as required by law and acknowledges that unauthorized disclosure may result in disciplinary action, up to and including termination and legal remedies.

Termination; Effect of Employment Separation

Participation in the Program is subject to continued employment and compliance with Company policies. Upon termination of employment, the effect on outstanding co-investments will be governed by the governing documents of each investment and any Company policies relating to departing employees. Employee acknowledges that termination may not accelerate vesting unless required by governing documents or Company policy.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of the state specified by the Company for employment matters. Any dispute arising under this Agreement shall be resolved by binding arbitration if required by Company policy, provided that statutory rights that cannot be waived by agreement shall not be limited.

Employment History (Most Recent)

Dates Employed: From to

Dates Employed: From to

Education

Professional References

Legal Disclosures

At-Will Employment: Employee acknowledges that employment with the Company is at-will unless expressly provided otherwise in a written agreement signed by an authorized officer of the Company. Either Employee or the Company may terminate the employment relationship at any time with or without cause or notice.

Equal Employment Opportunity: The Company provides equal employment opportunity to all employees and applicants without regard to protected characteristics. The Company complies with applicable employment laws and does not tolerate unlawful discrimination or harassment.

Applicant Certification and Authorizations

I certify that all information provided in this Agreement and any attachments is true, complete and correct to the best of my knowledge. I understand that any material misrepresentation or omission may result in denial of participation or, if discovered after participation, disciplinary action up to and including termination and potential legal consequences.

Authorization to Contact Past Employers and Conduct Background Checks: I authorize the Company to contact my prior employers and references and to obtain background checks as necessary to verify my eligibility to participate in the Program.

Acknowledgment of Program Terms

By signing below, Employee agrees to be bound by the terms of this Agreement and any additional subscription or investment documents required for individual co-investment opportunities. Employee acknowledges receipt of a copy of this Agreement.

Employer (Company) Printed Name:

By:

Date:

Employee Printed Name:

By:

Date:

Enter text✕

What the Co-Invest Employee Program is and when it applies

The Co-Invest Employee Program is a written agreement and enrollment process that documents employee participation in co-investment opportunities made available by an employer or affiliated investment vehicle. It typically sets contribution amounts, vesting or lockup schedules, transfer restrictions, tax reporting responsibilities, and dispute resolution terms. The program combines subscription documentation, disclosure statements, and signature blocks for employees and authorized company representatives and may require supplemental forms such as tax or securities-related notices depending on the transaction and applicable law.

Why a clear program document matters for employers and employees

A professional Co-Invest Employee Program standardizes terms, reduces legal and tax ambiguity, and creates a clear record of each participant’s obligations and rights. Clear documentation helps payroll, tax reporting, compliance reviews, and investor relations while supporting enforceability of transfer and vesting provisions.

Why a clear program document matters for employers and employees

Primary people involved in preparing and signing the program

The program is prepared by HR, legal, or finance teams and completed by eligible employees who elect to participate.

  • HR administrators who coordinate enrollment, eligibility checks, and recordkeeping for participating employees.
  • Employee investors who review disclosures, elect contribution levels, and provide required taxpayer information.
  • Legal and finance teams who verify securities, tax, and vesting language before final execution.

Completed documents are reviewed and stored by the company’s plan administrator and retained for compliance and reporting.

Key signatories and their practical roles

Plan Administrator

Company HR or finance executive responsible for enrollment processing, record retention, and ensuring the program documents are properly executed and stored. They confirm eligibility, manage withholding or payroll deductions, and coordinate tax reporting for participants.

Employee Investor

An eligible employee who elects to co-invest, signs the agreement, and provides identity and tax information. The employee is responsible for review, consent to electronic records where used, and timely submission of required supporting documents.

Core parts of a professional Co-Invest Employee Program

A complete program document describes the financial, legal, and administrative terms that govern employee co-investments and sets expectations for reporting, transfers, and dispute resolution.

Agreement Summary

Concise overview describing the investment vehicle, purpose, eligibility criteria, minimum and maximum contribution amounts, and how contributions are collected and applied, with cross-references to full terms and exhibits.

Subscription Terms

Detailed subscription instructions including contribution method, payment schedule, automatic payroll deduction options, and deadlines for enrollment, plus consequences of late or missed payments.

Vesting and Transfer Rules

Clear vesting schedule, lockup periods, transfer restrictions, right of first refusal, and any repurchase or redemption mechanics that limit when and how an employee may dispose of their interest.

Tax and Reporting Provisions

Statement of tax treatment, withholding responsibilities, required forms (for example W-9 on request), and employer reporting obligations so employees understand year-end reporting and potential tax events.

Representations and Compliance

Employee and company representations regarding authority, eligibility, securities law compliance, and any investor suitability confirmations required by the issuer or counsel.

Signature and Authentication

Designated signature blocks for employee and authorized company signers, optional witness or notary lines where required, and instructions for electronic signature and record retention.

Essential data elements to capture in the program

Full legal name: Enter exactly as on ID
Taxpayer ID: SSN or EIN format
Effective date: MM/DD/YYYY
Contribution amount: Dollar amount or percentage
Vesting schedule: Start date and milestones
Signature method: eSign or notarized

Step-by-step: completing and executing the program

Follow these sequential steps to prepare, distribute, and finalize employee co-investment agreements.

  • 01
    Prepare document: Draft terms and attach exhibits.
  • 02
    Collect data: Obtain names, TINs, and payroll IDs.
  • 03
    Distribute for signature: Send via secure eSignature or paper.
  • 04
    Record and retain: Store executed copies with audit trail.

Online workflow settings to configure before distribution

Configure these settings in your eSignature platform to ensure proper routing, authentication, and record retention for enrolled employees.

Field Configuration
Authentication Email link, SMS code, or KBA
Routing Order Sequential signer order as required
Conditional Fields Show fields based on enrollment answers
Storage Location Secure cloud repository with audit trail

Where to route completed program documents

Completed agreements should be routed to plan administrators, payroll, and legal teams and retained in centralized records with a searchable audit trail.

  • Plan Administrator: Primary recipient for enrollment records
  • Payroll / Finance: Receives contribution and withholding instructions
  • Legal Counsel: Reviews securities and compliance items
  • Document Archive: Secure long-term storage with audit trail

Digital signing and integration considerations

Choose an eSignature platform that supports secure authentication, audit trails, and integrations with HR and finance systems.

  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Document formats: PDF, DOCX, Excel supported
  • Authentication: Email, SMS, and advanced options

Downloading, exporting, and adding supporting files

After execution, provide copies in common formats and attach supporting documentation to each participant record for auditability.

Export Formats

Export signed records as PDF/A for long-term archival and as DOCX when redlining or edits are required for version control.

Signed Copies

Provide each signer a timestamped PDF certificate of completion including IP and authentication details for evidence.

Attachments

Attach W-9s, investor questionnaires, or legal opinions to the signed enrollment record for compliance review and audits.

Access Logs

Maintain access and action logs that show who viewed, edited, or signed each document for regulatory exams.

Typical timing and reporting deadlines to track

Track enrollment windows, effective dates, and tax reporting deadlines to avoid withholding errors and late-filing penalties.

Enrollment window:

Set defined open and close dates for employee elections

Effective date:

Date contributions and vesting begin (MM/DD/YYYY)

Signature deadline:

When signed elections must be returned

Tax reporting:

1099-NEC and other notices due by Jan 31

Annual review:

Periodic compliance review and reconciliation

Common mistakes to avoid when preparing program documents

  • Using inconsistent names or payroll IDs that prevent matching with payroll records and delay contribution setup.
  • Failing to collect accurate taxpayer information, which can trigger backup withholding and additional reporting burdens.
  • Leaving transfer or vesting terms ambiguous, creating future disputes about employee rights or secondary transfers.
  • Distributing unsigned or partially signed copies that lack authentication metadata necessary for enforceability.

Potential penalties and legal risks of incorrect or incomplete programs

Tax filing penalties: IRC §6721: $60–$330 per incorrect form
Backup withholding: 24% withholding for incorrect or missing TINs
I-9 violations: Civil fines $281–$2,789 per violation
Securities risk: Potential rescission or enforcement for noncompliant offers
Contract disputes: Costs from ambiguous vesting or transfer provisions
Recordkeeping failures: Regulatory penalties for missing archives

Vendor pricing and capability snapshot for eSignature options

Comparison of starting prices and select capabilities across common eSignature vendors; signNow is listed first as the baseline platform for electronic execution.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions and troubleshooting

Answers to common questions about signing, verification, recordkeeping, and correcting errors related to the Co-Invest Employee Program.


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