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Restricted Stock Purchase Agreement
"I need a Restricted Stock Purchase Agreement for our Swiss technology startup to issue 10,000 shares to our new CTO, with a 4-year vesting schedule starting March 1, 2025, and standard repurchase rights if they leave the company before full vesting."
1. Parties: Identification of the company issuing the restricted stock and the purchaser
2. Background: Context of the agreement, including company details and purpose of the stock issuance
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Shares: Details of the stock purchase transaction, including number of shares, purchase price, and payment terms
5. Investment Representations: Purchaser's representations regarding their ability to evaluate the investment and bear its risks
6. Transfer Restrictions: Limitations on the ability to transfer, sell, or encumber the shares
7. Company's Repurchase Rights: Terms under which the company may repurchase shares, including timing and price
8. Vesting Provisions: Schedule and conditions for the vesting of shares
9. Rights of First Refusal: Company's and other shareholders' rights to purchase shares before they can be sold to third parties
10. Tax Provisions: Tax obligations and responsibilities of both parties under Swiss law
11. Restrictive Legends: Required share certificate legends indicating transfer restrictions
12. General Provisions: Standard contractual terms including governing law, notices, amendments, and dispute resolution
1. Drag-Along Rights: Used when majority shareholders want the right to force minority shareholders to join in the sale of the company
2. Tag-Along Rights: Used to protect minority shareholders by allowing them to join in sales by majority shareholders
3. Voting Agreement: Include when specific voting arrangements are required between shareholders
4. Board Observation Rights: Added when granting the purchaser rights to observe board meetings
5. Employment Relationship Provisions: Include when the stock purchase is tied to employment terms
6. Intellectual Property Assignment: Used when the stock purchase involves employees or founders who need to assign IP rights
7. Non-Competition and Non-Solicitation: Include when requiring the purchaser to agree to competitive restrictions
1. Schedule A - Share Purchase Details: Detailed information about the shares being purchased, including class, number, and price
2. Schedule B - Vesting Schedule: Detailed timeline and conditions for share vesting
3. Schedule C - Shareholders Agreement: Copy or summary of the existing shareholders agreement
4. Appendix 1 - Share Transfer Form: Standard form for executing share transfers
5. Appendix 2 - Tax Election Forms: Required Swiss tax forms related to the stock purchase
6. Appendix 3 - Board Resolution: Copy of board resolution approving the stock issuance
7. Appendix 4 - Commercial Register Notification: Forms required for Swiss commercial register updates
Authors
Articles of Association
Board of Directors
Business Day
Cause
Commercial Register
Company
Competitive Activity
Fair Market Value
FINMA
Good Leaver
Intellectual Property Rights
Issue Date
Market Price
Option Exercise Price
Par Value
Purchase Price
Purchaser
Qualified IPO
Repurchase Option
Repurchase Price
Restricted Period
Restricted Shares
Securities Act
Share Certificate
Shareholders Agreement
Shares
Swiss Code of Obligations
Tag-Along Right
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Share Purchase
Purchase Price and Payment
Share Transfer Restrictions
Vesting
Repurchase Rights
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Representations and Warranties
Investment Representations
Confidentiality
Non-Competition
Non-Solicitation
Share Certificates
Tax Matters
Regulatory Compliance
Voting Rights
Board Rights
Information Rights
Registration Rights
Termination
Amendment
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Force Majeure
Technology
Financial Services
Manufacturing
Healthcare
Professional Services
Biotechnology
Software Development
Consulting
Real Estate
E-commerce
Telecommunications
Clean Energy
Pharmaceuticals
Legal
Human Resources
Finance
Executive Leadership
Corporate Governance
Compensation and Benefits
Tax
Compliance
Corporate Secretary Office
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
HR Director
Compensation Manager
Board Member
Managing Director
Chief Legal Officer
Finance Manager
HR Business Partner
Equity Compensation Specialist
Corporate Governance Officer
Compliance Officer
Tax Director
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