Phantom Equity, also known as shadow stock, is a type of deferred compensation offered by start-up companies to their key employees or independent contractors. It allows these individuals to have a stake in the success of the company without actually owning any shares of the company. The concept of PE is simple – it provides a bonus payment or retirement account payment based on a predetermined triggering event such as a capital infusion, acquisition or Initial Public Offering.
Start-up companies often face challenges in attracting top talent due to undercapitalization and investors’ reluctance to see a large portion of their investment capital going to salaries. PE addresses this by providing an incentive to employees to work towards the success of the company and its higher valuation. Unlike traditional equity compensation like stock options, PE does not give employees control over the company and does not trigger any further fiduciary duty on the company’s part. This allows the company to retain ownership interest and control while freeing up equity for investment and partnerships.
While PE and sweat equity are similar in many ways, there is a key difference between the two. Sweat equity is a form of motivation and compensation for key employees that gives them actual shares in exchange for their efforts. These employees are shareholders of the company and have the same rights as any other shareholder. PE, on the other hand, does not give employees any actual share ownership and only provides economic rights. Both PE and sweat equity have their own advantages and disadvantages and it is important to consider the specific needs of a company before deciding which option is best.
Phantom Stock Mechanics
The basic mechanics of a Phantom Equity deal involve a start-up company developing a PE plan, which key employees sign onto. The company’s PE plan is universally applied across the organization, and it outlines the conditions under which the PE will be granted, the triggering event, and the payout amount. The triggering event is determined by the company and can be anything that is deemed significant, such as a capital infusion, an acquisition, or an Initial Public Offering. The payout amount is determined by the company and can be a definite number or a percentage of the expected proceeds of the triggering event.
Once the triggering event occurs, an amount of “shares” is determined and funded by a payout pool, which is usually tied to the triggering event. These phantom “shares” are then assigned to the PE holders with terms and conditions outlined in the PE plan. The PE plan acts as a contract between the company and its employees and outlines the rights and obligations of both parties.
One of the key benefits of PE is that it can be uniformly applied across the company, and it does not necessarily require case-by-case negotiation. This allows the company to provide an equal level of incentives to all key employees, which can help to build a strong and motivated team. Additionally, the PE plan can be structured to reward employees based on their individual performance or the performance of the company as a whole, which helps to align their interests with those of the company.
Another advantage of PE is that it can provide a strong alternative to stock options or the issuing of equity in a company based on “sweat”. PE holders do not obtain any control over the company, and holding PE does not trigger a further fiduciary duty on the company’s part, unlike stock options. This allows the company to retain ownership interest and control while freeing up equity for investment and partnerships.
The terms and conditions of the PE plan should be carefully considered, as they can have a significant impact on the value of the PE. For example, the triggering event, the payout amount, and the number of “shares” assigned to the PE holders should all be carefully considered. The terms of the PE plan can also be modified over time as the company evolves, and as the needs of the employees and the company change.
One important consideration when developing a PE plan is the potential tax implications of the PE. PE is considered deferred compensation, and as such, it is subject to tax when it is paid out. The company and its employees should work with a tax professional to ensure that the PE plan is structured in a way that is tax-efficient for both parties.
In conclusion, the basic mechanics of a Phantom Equity deal involve a start-up company developing a PE plan for its employees and independent contractors, determining a triggering event, and determining the payout amount. The PE plan acts as a contract between the company and its employees, and it outlines the rights and obligations of both parties. PE provides a strong alternative to traditional equity compensation and allows the company to retain ownership interest and control while freeing up equity for investment and partnerships. The terms and conditions of the PE plan should be carefully considered, and the potential tax implications should be addressed.
Good & Bad PE Candidates
Executives and business development officers are strong candidates for phantom equity as they play a crucial role in the growth and success of a start-up. They have a direct impact on the company’s revenue, market share, and overall performance. These employees are motivated by ownership and a sense of pride in their work, making phantom equity an attractive incentive for them.
Key operative employees are also strong candidates for phantom equity. These employees play a critical role in the day-to-day operations of the company, making them essential to the success of the business. They bring their expertise and experience to the table, which can help the company achieve its goals.
Advisory board members can also be strong candidates for phantom equity. They are usually experienced professionals who provide guidance and support to the company. They are not full-time employees, but their contributions to the company can be significant, and they can benefit from a stake in the company’s success.
On the other hand, non-exclusive consultants are weak candidates for phantom equity. They are not directly involved in the company’s operations, and their role is limited to providing advice and expertise. They are not committed to the company’s success in the same way as employees, so they may not be motivated by phantom equity.
Fungible employees, or those who can be easily replaced, are also poor candidates for phantom equity. They are not critical to the company’s success, and their contributions to the company are limited. Incentivizing them with phantom equity may not be the most effective use of company resources.
“Ronin,” or employees who are not aligned with the company’s goals and vision, are also poor candidates for phantom equity. They do not share the same values and objectives as the company, so phantom equity may not be an effective incentive for them.
Finally, non-continuous service contractors are also poor candidates for phantom equity. Their role in the company is limited, and they are not committed to the company’s success in the same way as employees. They may not be motivated by phantom equity, and the cost of including them in a phantom equity plan may not be worth it for the company.
In conclusion, key employees and executives who are committed to the company’s success and play a critical role in its operations are strong candidates for phantom equity. Phantom equity can provide an incentive for them to work harder and remain committed to the company’s success. On the other hand, non-exclusive consultants, fungible employees, “ronin,” and non-continuous service contractors may not be motivated by phantom equity and may not be the best candidates for the program.
Determining a Trigger Event
When deciding on a trigger event, it is important to keep in mind the company’s goals and what will best align the interests of the employees with the company’s success. A trigger event that is too difficult to achieve may discourage employees from working towards the company’s success, while a trigger event that is too easy may not provide a sufficient incentive.
In addition, the trigger event should be specific and measurable. For example, if the trigger event is the sale of a patent, it should specify which patent, when it is to be sold, and how much it is expected to sell for. This will prevent any confusion or disputes over whether or not the trigger event has been met.
Once the trigger event has been determined, it is important to consider how the company will determine the amount of the payout. This can be a fixed amount, a percentage of the expected proceeds from the trigger event, or a combination of both.
It is also important to consider the funding for the payout pool. In many cases, the company will set aside a portion of its equity or allocate a portion of its earnings to fund the PE plan. In other cases, the funding may come from the proceeds of the trigger event, such as from the sale of a patent.
Finally, the terms and conditions of the PE plan should be carefully considered. This includes the duration of the plan, the vesting schedule, and the rights and obligations of the PE holders.
In conclusion, determining the trigger event is a critical step in creating a successful PE plan. It should align with the company’s goals, be specific and measurable, and take into account the funding and terms of the plan. By carefully considering these factors, a company can create a PE plan that will motivate and retain key employees while also protecting the interests of the company and its investors.
Calculating the Payout Pool
It is important to note the difference between gross proceeds and net proceeds in determining the payout pool for PE. Gross proceeds refer to the total amount received from the triggering event before any expenses or taxes are taken out. On the other hand, net proceeds refer to the amount received after all expenses and taxes have been deducted.
When determining the payout pool for PE, it is important to consider the tax implications and expenses associated with the triggering event. In some cases, it may be more beneficial to base the PE payouts on the net proceeds rather than the gross proceeds.
In conclusion, the payout pool for PE is an important factor to consider in the overall plan. It helps determine the amount of compensation that key employees and independent contractors will receive in exchange for their hard work and dedication to the company. It is important to carefully consider the source of funding for the payout pool and to ensure that it aligns with the goals and objectives of the company.
Tax and Securities Considerations
Phantom Equity (PE) plans are a popular form of deferred compensation for start-up companies. However, it’s important to consider the tax and securities implications of these plans. PE plans do not require registration with the Securities Exchange Commission (SEC). This means that there are no SEC reporting requirements, which can simplify the process for the company. Additionally, since no value is transferred until the triggering event, PE holders do not receive “accession to wealth” at issuance. This means that the PE holder does not have taxable income until the final payout. Unfortunately, PE based income is not subject to the capital gains rate and instead, PE holders must pay tax at the normal rate for PE related income. On the positive side, payouts made under PE plans are deductible from the company’s income tax liability as business expenses.
PE plans are generally considered to be “deferred compensation” plans, which makes them exempt from the Employee Retirement Income Security Act (ERISA). However, it’s important to be aware of the potential for ERISA to come into play. For example, if the payout from a PE plan goes into a retirement account set up by the company, such as a 401k, ERISA may apply. However, if an employee decides to take the payout and place it into a retirement savings instrument without the company’s mandate, ERISA will not apply. It’s important to ensure that the proposed PE plan does not fall under ERISA’s purview unintentionally, as there are consequences for non-compliance. If you are unsure about the ERISA implications of a PE plan, it is recommended that you consult with an ERISA specialist.
In conclusion, Phantom Equity is a unique and innovative form of deferred compensation that offers a number of benefits to start-up companies and their key employees. With its flexibility and ability to provide incentives without necessarily giving away actual ownership, PE can serve as a great alternative to stock options or the earning of sweat equity. However, as with any form of compensation, it is important to carefully consider the tax and securities implications, as well as potential ERISA considerations, before implementing a PE plan. By partnering with the right legal and financial experts, companies can successfully navigate the complexities of PE and use it to help build a stronger and more successful future.
Frequently Asked Questions
What exactly is a phantom stock plan?
A phantom stock plan is a deferred compensation plan in which an employee is awarded a unit equal to the value of a share of a business’s ordinary stock or, in the case of a limited liability company, the value of an LLC unit.
The reward, however, does not convey equity ownership in the corporation, unlike actual stock. In other words, under a phantom stock plan, no actual stock is ever granted to the employee. Instead, the employee is given a number of phantom stock units, each of which is worth one share of common stock, according to the plan.
Why would a corporation want to issue phantom equity rather than actual stock?
Some of the disadvantages of distributing actual equity are not present with phantom equity. A firm may choose not to issue actual stock in the following circumstances:
To circumvent the complexities of selling stock on a foreign exchange, a foreign parent may seek to distribute phantom stock units to executive staff of a U.S. subsidiary.
A parent in the United States may desire to motivate executive workers of a subsidiary without granting shares of parent stock in order to relate their motivation to the worth of the subsidiary rather than the parent.
Under state law, equity awards may give birth to voting rights or unanticipated minority privileges.
Additional legal papers and agreements, such as a shareholder’s agreement, may need to be revised or written, resulting in increased complexity and legal expenses.
A corporation may prefer that former workers do not possess company stock after they leave the company.
What is a phantom stock plan?
A firm may issue an employee a certain number of phantom stock units or a percentage stake in the company’s worth based on a predetermined valuation technique once or several times. The quantity of phantom stock units or participation percentage interest to be provided to the employee should be specified in the phantom stock plan.
For example, the corporation may offer the employee a 5% interest rate at first, increasing it to 10% after five years of service.
The phantom stock units may be instantly vested or subject to any vesting schedule defined by the corporation, whether awarded up front or over a number of years. Vesting may be cliff or graded, time-based, or dependent on the attainment of specific financial performance targets, for example.
Furthermore, special forfeiture provisions can be included in the phantom stock plan to eliminate the company’s obligation to make payments to an executive in certain circumstances (for example, if the employee violates the plan’s non-compete restrictions or the employee’s employment is terminated for cause).
How is the worth of a phantom stock unit calculated?
A phantom stock unit’s worth might be assessed by the value of a complete share of firm stock, or it can simply be based on the rise in value over a set time period. (If based only on appreciation, this is known as a stock appreciation right.) The value might be predetermined, calculated by an explicit written formula, or determined by a third-party evaluation.
The valuation approach utilized should take into account any revisions that the parties believe are reasonable. For example, a firm may eliminate income or loss linked to activities or sales of certain divisions. Subtractions for capital investments made by shareholders throughout the duration of the plan, additions for dividends given to shareholders during this time, and the amount of accumulated deferred compensation related to the phantom stock units themselves are all possible changes.
It should be emphasized that the value of the phantom stock units varies from year to year as the company’s worth changes. For example, if the firm has a terrible year and the value of its stock falls, so does the value of the phantom stock. As a result, regardless of the vesting schedule, the phantom stock has no locked-in value.
Furthermore, if a third-party evaluation is employed, corporations should be mindful that circumstances outside the company’s control might alter its worth. Legislative increases or cuts in corporation tax rates, for example, may result in firms having more or less cash flow, respectively (with all else being equal). Similarly, a large event such as the coronavirus epidemic has an impact on the market prices of numerous enterprises. Companies should consider the likelihood of such unanticipated value shifts, regardless of whether they rely on third-party appraisal.
The phantom stock plan should indicate what events should cause a valuation (i.e., what events should entitle the employee to benefits under the plan) and when the value of the phantom stock units should be calculated.
Typically, the valuation will occur after an occurrence that triggers phantom stock unit distributions, allowing the amount of such payouts to be calculated. Companies may specify the triggers, which might be a separation from service, a change in control, or a set future date or fixed payment schedule. In most circumstances, a value is necessary when an employee is terminated, dies, or becomes disabled. In some circumstances, valuation may be necessary on a regular basis, such as once a year, or on a certain future date.
Any date designated for assessing the value at a triggering event should, to the greatest degree feasible, be based on practicality compatible with the company’s business procedures. For example, once a triggering event is identified, the company should consider whether the value should be determined on the exact date of the triggering event, or whether it makes more sense to look forward or back to the nearest quarter or year-end, depending on what financial information is required to calculate value.
How does the phantom stock benefit the executive?
Individual grant agreements generally specify the quantity of phantom stock units, vesting timeline, mode of payment (i.e., lump sum or payments over a period of years), and triggering payment events. Actual phantom stock unit distributions are often postponed until a set future date or when the employment connection is dissolved due to retirement, death, or incapacity.
As indicated above, the phantom stock plan must define when the phantom stock unit payments should begin and when a valuation of the units is normally necessary. If payments are to be made in installments, the phantom stock unit plan or grant agreement should state whether or not interest will be charged on unpaid installments.
When developing these contingencies, the corporation should consider potential phantom stock prices as well as corporate cash flow. It should be noted that even if payments are given after the grantee’s work has terminated, the nature of the payment is normally considered compensation for tax purposes and reported on Form W-2.
What is the tax treatment of phantom stock?
Phantom stock programs are deferred compensation plans and, as such, must be created and recorded in accordance with Section 409A standards. If the plan is Section 409A compliant, the deferred compensation related to the phantom stock will not be subject to income taxes to the employee until it is paid to and received by the employee.
When the payment becomes taxable, the corporation is entitled to a commensurate deduction (subject to general limitations under section 162 with respect to the amount being reasonable and not excessive). However, unlike actual stock, which may be eligible for preferential capital gains tax rates on a disposal, phantom stock unit distributions are taxable to the employee at ordinary income tax rates.
Companies should verify that the parameters of the phantom stock plan are in line with Section 409A before the plan becomes effective to guarantee that these tax effects materialize. A breach of the Section 409A provisions may result in immediate taxation, plus an extra 20% tax, as well as the imposition of penalties, all before to the employee’s actual receipt.
What are the payroll tax implications of phantom stock?
Deferred compensation is includible as wages under the Federal Insurance Contributions Act (FICA) in the latter of the year in which the linked services are performed or the year in which the deferred compensation becomes vested.
The vesting and forfeiture rules of the phantom stock plan or individual grant agreement govern if and when the executive’s rights vest. When the phantom stock units vest, the value of the phantom stock units is includible as wages subject to FICA taxes. This is true even if the sums are not taxable until they are paid to the employee.
If the employee’s basic salary (before the phantom stock unit payment) exceeds the Social Security wage base, no extra Social Security tax is levied on the phantom stock payments. However, since the Medicare payroll tax is levied on total compensation and has no wage ceiling, both the corporation and the individual would be liable to it.
Can phantom stock be used by organizations taxed as partnerships?
Although partnerships do not have common stock, as previously stated, companies taxed as partnerships, including LLCs, may execute phantom stock programs. In the case of a partnership, however, the value of a phantom stock unit is connected to the equity value of the partnership rather than the value of the common stock. Everything else in the plan would remain the same. Because the phantom stock units are not actual partnership equity, such a plan should not raise any issues about partners being treated as workers.
What factors should a corporation take into account when developing a phantom stock plan?
Because a phantom stock plan is a nonqualified deferred compensation plan, corporations have a lot of leeway in plan design as long as that leeway is used before the plan goes into force.
When developing parts of the written plan, businesses should consider the following:
- What are the plan’s objectives?
- What behaviors or levels of performance is the organization attempting to incentivize?
- Who will be able to take part? (Take into account present and prospective roles.) What proportion of the company’s worth should be committed or reserved for this plan?
- Should participants get the phantom stock units’ basic value or merely the increase over and above the base value?
- Is the prospective payout opportunity under the phantom stock plan consistent with the company’s compensation and business goals in three, five, ten, or fifteen years, assuming specific performance assumptions?
- How should a control change be defined?
- Will there be any special vesting provisions in the event of death, incapacity, or reaching the stated regular retirement age?
- Will any financing mechanism be utilized to assist the corporation in meeting its future commitments to pay recipients?
- Should forfeiture clauses apply if an employee competes with the firm or is fired for cause? How broadly or narrowly should the plan define what constitutes termination cause?
- How often will phantom stock units be given (e.g., one-time awards or periodic grants)?
- When do phantom stock units become vested? Will each new issue of phantom stock units be subject to a new vesting schedule if they are given on a yearly basis?
- How will the phantom stock units be valued (by formula or appraisal)?
- Of the case of a merger, consolidation, or change in ownership of the firm, how would the phantom stock units be valued?
- When should the phantom stock unit value be paid out in cash (e.g., every three to five years, upon cessation of employment, only upon a future change of control, or maybe other events)?
- Should the payment be paid in a single amount or in annual installments? How many years should payments be paid in installments if they are to be made in installments?
- Should profits be credited on the amount at a defined interest rate throughout the installment payment period? If so, what is the rate? Should the phantom stock units that are awaiting payment continue to participate in the company’s value growth?
Is the phantom stock plan in accordance with Section 409A? Section 409A requires that the plan be created and recorded. This may limit some of the plan’s design options.
Phantom Equity Agreement Template
Summary: This Phantom Equity Agreement template outlines the terms under which a company grants a participant phantom equity units. The units vest over a specified period, and upon a triggering event, the participant receives a cash payment based on the fair market value of the units. The agreement addresses tax matters, compliance with laws and company policies, and confidentiality, non-competition, and non-solicitation provisions. The miscellaneous section covers severability, waiver, notices, the entire agreement, amendments, governing law, counterparts, and binding effect.
Phantom Equity Agreement
This Phantom Equity Agreement (this “Agreement”) is made and entered into as of [Date], by and between [Company Name], a [State] corporation (the “Company”), and Participant Name.
WHEREAS, the Company desires to incentivize Participant to contribute to the growth and success of the Company by providing Participant with an opportunity to participate in a Phantom Equity plan; and
WHEREAS, Participant desires to participate in the Company’s Phantom Equity plan and to accept the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- Grant of Phantom Equity.
The Company hereby grants to Participant [Number of Units] units of Phantom Equity (the “Units”), subject to the terms and conditions set forth in this Agreement. Each Unit represents the right to receive a cash payment equal to the Fair Market Value (as defined below) of one share of the Company’s common stock, subject to the terms and conditions set forth in this Agreement.
The Units shall vest in equal monthly installments over a period of three (3) years from the date of this Agreement (the “Vesting Period”), subject to Participant’s continued employment or engagement with the Company. In the event of Participant’s termination of employment or engagement with the Company for any reason, any unvested Units shall be forfeited by Participant.
- Triggering Event.
A “Triggering Event” shall mean the occurrence of any of the following events: (a) the Company’s initial public offering (IPO) of its common stock; (b) a merger, consolidation, or reorganization of the Company, resulting in the shareholders of the Company immediately prior to such transaction owning less than 50% of the voting power of the surviving or acquiring entity; or (c) the sale of all or substantially all of the Company’s assets.
Upon the occurrence of a Triggering Event, the Company shall pay to Participant an amount equal to the Fair Market Value of the vested Units as of the date of the Triggering Event, multiplied by the number of vested Units held by Participant. The “Fair Market Value” of a Unit shall mean the fair market value of one share of the Company’s common stock, as determined by the Company’s board of directors in good faith. Payments shall be made in cash within thirty (30) days following the occurrence of the Triggering Event.
- Termination of Employment or Engagement.
In the event of Participant’s termination of employment or engagement with the Company for any reason, any unvested Units shall be forfeited by Participant, and Participant shall have no further rights with respect to such Units.
- Change in Control.
In the event of a Change in Control (as defined below) of the Company, all unvested Units shall become fully vested as of the effective date of the Change in Control. A “Change in Control” shall mean a transaction or series of transactions that result in the acquisition of beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 50% of the total combined voting power of the Company’s then-outstanding securities by a person or group of persons acting in concert.
- Tax Matters.
Participant acknowledges and agrees that Participant is solely responsible for any federal, state, local, or foreign taxes that may be due as a result of the grant, vesting, or payment of the Units under this Agreement. The Company shall withhold any required taxes from any payments due to Participant under this Agreement and shall remit such withheld taxes to the appropriate tax authorities. Participant agrees to indemnify and hold the Company harmless from any claims, liabilities, or penalties arising out of Participant’s failure to pay any taxes due in connection with the Units.
- Compliance with Law and Company Policies.
Participant agrees to comply with all applicable federal, state, and local laws and regulations, as well as all Company policies and procedures, including, but not limited to, those relating to insider trading, confidentiality, and the protection of the Company’s intellectual property. Participant further acknowledges that the grant, vesting, and payment of the Units are subject to compliance with applicable securities laws, including any required registration or qualification under federal or state securities laws.
- Confidentiality, Non-Competition, and Non-Solicitation.
Participant acknowledges that, in connection with Participant’s employment or engagement with the Company, Participant may have access to confidential and proprietary information of the Company and its affiliates. Participant agrees to keep all such information confidential and not to disclose it to any third party without the prior written consent of the Company. Participant further agrees that, during the term of Participant’s employment or engagement with the Company and for a period of one (1) year thereafter, Participant will not (a) engage in any business that competes, directly or indirectly, with the Company or its affiliates or (b) solicit or induce any employee, consultant, or independent contractor of the Company or its affiliates to terminate their relationship with the Company or its affiliates.
(a) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement or the validity, legality, or enforceability of such provision in any other jurisdiction. In the event that any such provision is held to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
(b) Waiver. No waiver by any party hereto of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach of that or any other provision of this Agreement. No failure or delay by any party in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy, nor shall any single or partial exercise of any such right or remedy preclude any further exercise thereof or the exercise of any other right or remedy.
(c) Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (a) personally delivered; (b) sent by certified or registered mail, postage prepaid, return receipt requested; (c) sent by a nationally recognized overnight courier service; or (d) sent by email, with confirmation of receipt, to the parties at the following addresses or email addresses (or at such other address or email address as a party may designate by notice to the other parties):
If to the Company: [Company Name] [Company Address] Attn: [Attention Name] Email: [Company Email Address]
If to the Participant: [Participant Name] [Participant Address] Email: [Participant Email Address]
(d) Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof.
(e) Amendments. This Agreement may be amended or modified only by a written instrument executed by both parties hereto.
(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its principles of conflicts of law.
(g) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(h) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, and legal representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
By: ______________ [Authorized Signatory Name]