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Restricted Share Agreement
"I need a Restricted Share Agreement under Belgian law for our new Chief Technology Officer, involving 10,000 shares vesting over 4 years with a one-year cliff, starting March 1, 2025, including specific provisions for technology sector performance metrics."
1. Parties: Identification of the company issuing the restricted shares and the recipient (typically an employee or service provider)
2. Background: Context of the restricted share issuance, including reference to any employee incentive plan or corporate resolution authorizing the issuance
3. Definitions: Key terms used throughout the agreement, including 'Restricted Shares', 'Vesting Period', 'Restriction Period', etc.
4. Grant of Restricted Shares: Details of the share grant, including number of shares, class, and nominal value
5. Transfer Restrictions: Restrictions on the transfer, sale, or encumbrance of shares during the restriction period
6. Vesting Schedule: Timeline and conditions for the lifting of restrictions, including any performance conditions
7. Rights During Restriction Period: Shareholder rights (voting, dividends) during the restriction period
8. Termination of Employment: Consequences of employment termination on restricted shares
9. Tax Provisions: Tax obligations and responsibilities of both parties, including any tax withholding requirements
10. Compliance with Laws: Provisions ensuring compliance with Belgian corporate and securities laws
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Performance Conditions: Additional vesting conditions based on individual or company performance metrics
2. Change of Control: Treatment of restricted shares in case of company merger, acquisition, or other change of control
3. Bad Leaver Provisions: Specific consequences for termination due to misconduct or other specified circumstances
4. Drag-Along Rights: Company's right to force the holder to sell shares in certain circumstances
5. Tag-Along Rights: Holder's right to participate in sale of shares by other shareholders
6. International Tax Provisions: Additional tax provisions for recipients subject to multiple tax jurisdictions
7. Company Repurchase Rights: Company's right to repurchase shares under specific circumstances
1. Schedule 1 - Share Details: Detailed description of the restricted shares, including class, rights, and nominal value
2. Schedule 2 - Vesting Schedule: Detailed timeline of vesting dates and proportions
3. Schedule 3 - Shareholder Agreement: Copy or relevant excerpts of the company's shareholder agreement
4. Schedule 4 - Tax Election Forms: Required Belgian tax forms and elections
5. Schedule 5 - Notice of Grant: Formal notice documenting the share grant
6. Schedule 6 - Share Transfer Form: Template for future transfer of shares once restrictions lift
7. Appendix A - Board Resolution: Copy of board resolution authorizing the restricted share issuance
Authors
Articles of Association
Bad Leaver
Board of Directors
Business Day
Cause
Change of Control
Company
Confidential Information
Corporate Event
Date of Grant
Disability
Effective Date
Eligible Employee
Employment Agreement
Fair Market Value
Good Leaver
Grant Notice
Group
Holding Period
Issue Price
Notice
Parent Company
Performance Conditions
Plan
Recipient
Restricted Period
Restricted Shares
Retirement
Share Capital
Shareholder Agreement
Shares
Subsidiary
Tax
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Date
Vesting Period
Vesting Schedule
Works Council
Grant of Shares
Issue Price and Payment
Share Rights
Transfer Restrictions
Vesting Conditions
Performance Conditions
Employment Relationship
Termination Provisions
Good Leaver/Bad Leaver
Corporate Events
Change of Control
Drag-Along Rights
Tag-Along Rights
Voting Rights
Dividend Rights
Information Rights
Tax Obligations
Withholding Rights
Compliance with Laws
Share Certificates
Company Repurchase Rights
Shareholder Obligations
Confidentiality
Data Protection
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Third Party Rights
Costs and Expenses
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Retail
Telecommunications
Energy
Real Estate
Consumer Goods
Media and Entertainment
Biotechnology
Consulting
Software Development
Insurance
Legal
Human Resources
Finance
Executive Management
Corporate Secretariat
Compensation and Benefits
Tax
Compliance
Corporate Governance
Employee Relations
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Legal Counsel
Corporate Secretary
Compensation Manager
Senior Executive
Department Head
Vice President
Managing Director
Board Member
Finance Manager
HR Business Partner
Compliance Officer
Tax Manager
Employee Benefits Manager
Executive Director
General Counsel
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