Restricted Stock Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

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."

Document background
The Restricted Stock Purchase Agreement is a fundamental document used in Swiss corporate transactions when a company wishes to sell shares while maintaining certain controls over share ownership and transfer. This agreement is particularly crucial in the context of employee stock ownership plans, startup equity distributions, or when companies want to ensure long-term commitment from key stakeholders. Under Swiss law, the document must comply with the Swiss Code of Obligations and relevant financial market regulations, making it distinct from similar agreements in other jurisdictions. The agreement typically includes detailed provisions on share purchase terms, vesting schedules, transfer restrictions, company repurchase rights, and tax implications, all tailored to meet Swiss legal requirements. It's commonly used in employee incentivization programs, corporate restructuring, and strategic investment scenarios where controlled share distribution is essential.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
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Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Professional Services

Biotechnology

Software Development

Consulting

Real Estate

E-commerce

Telecommunications

Clean Energy

Pharmaceuticals

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation and Benefits

Tax

Compliance

Corporate Secretary Office

Treasury

Relevant Roles

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

Industries
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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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