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Restricted Stock Agreement

Restricted Stock Agreement Template for Indonesia

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Key Requirements PROMPT example:

Restricted Stock Agreement

"I need a Restricted Stock Agreement under Indonesian law for granting 10,000 shares to our Chief Technology Officer, with a 4-year vesting schedule starting March 1, 2025, and including special acceleration provisions in case of a company sale."

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Document background
The Restricted Stock Agreement serves as a fundamental instrument for companies operating in Indonesia to grant equity-based compensation to employees, executives, or service providers. This document is essential when companies wish to align stakeholder interests with corporate success through share ownership, while maintaining certain restrictions on the granted shares. The agreement must comply with Indonesian corporate law (Law No. 40 of 2007), capital market regulations (particularly for public companies), and relevant OJK regulations. It typically includes detailed provisions on vesting schedules, transfer restrictions, taxation implications, and regulatory compliance requirements. The Restricted Stock Agreement is particularly relevant for companies implementing employee retention strategies, executive compensation packages, or employee stock ownership programs within the Indonesian legal framework.
Suggested Sections

1. Parties: Identification of the company issuing the restricted stock and the recipient

2. Background: Context of the agreement, including reference to any employment relationship or service agreement

3. Definitions: Key terms used throughout the agreement, including specific Indonesian legal terminology

4. Grant of Restricted Stock: Details of the stock grant, including number of shares and par value

5. Purchase Price and Payment: Terms of payment for the shares, if applicable

6. Vesting Schedule: Detailed timeline and conditions for vesting of the restricted stock

7. Transfer Restrictions: Limitations on transfer of unvested and vested shares

8. Forfeiture Conditions: Circumstances under which shares may be forfeited

9. Company's Right of Repurchase: Terms under which the company may repurchase shares

10. Regulatory Compliance: Compliance with Indonesian corporate and securities laws

11. Tax Provisions: Tax obligations and responsibilities of both parties

12. Representations and Warranties: Standard declarations by both parties

13. Termination: Conditions and process for terminating the agreement

14. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Foreign Investment Provisions: Required when recipient is a foreign national or entity, addressing compliance with Indonesian foreign investment laws

2. Public Company Provisions: Required for publicly listed companies, addressing additional OJK requirements

3. Employment Relationship: Additional provisions when the recipient is an employee, linking to employment terms

4. Shareholder Rights: Details of voting rights and dividend rights, if different from common stock

5. Change of Control Provisions: Acceleration or special provisions in case of company sale or merger

6. Lock-up Period: Required for public companies or when specific holding periods are needed

7. Electronic Documentation: Provisions for electronic maintenance of records and communications

Suggested Schedules

1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and portions

2. Schedule B - Notice of Stock Grant: Formal notice of grant including all key terms

3. Schedule C - Spousal Consent: Required consent from spouse under Indonesian marital property laws

4. Schedule D - Board Resolution: Copy of board resolution approving the stock grant

5. Schedule E - Shareholders Resolution: Copy of shareholders resolution if required under articles of association

6. Appendix 1 - Tax Election Forms: Required tax forms and elections under Indonesian tax laws

7. Appendix 2 - Share Transfer Procedures: Detailed procedures for transferring shares in compliance with Indonesian regulations

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Articles of Association
Board of Directors
Business Day
Cause
Change of Control
Company
Confidential Information
Disability
Effective Date
Fair Market Value
Financial Services Authority (OJK)
Forfeiture
Good Reason
Grant Date
IDX
Initial Public Offering
Lock-up Period
Material Breach
Notice
Par Value
Parties
Purchase Price
Recipient
Restricted Period
Restricted Stock
Securities
Service Relationship
Shareholders
Shares
Stock Certificate
Subsidiary
Tax
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Schedule
Voting Rights
Clauses
Recitals
Definitions
Grant of Shares
Purchase Price
Vesting
Transfer Restrictions
Forfeiture
Repurchase Rights
Share Certificates
Regulatory Compliance
Tax Matters
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Employment Status
Voting Rights
Dividend Rights
Tag-Along Rights
Drag-Along Rights
Right of First Refusal
Corporate Actions
Change of Control
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Termination
Counterparts
Language Requirements
Relevant Industries

Technology

Financial Services

Manufacturing

Professional Services

Healthcare

Education

Retail

Energy

Telecommunications

Media and Entertainment

Real Estate

Consumer Goods

Transportation and Logistics

Mining and Resources

Biotechnology

Relevant Teams

Legal

Human Resources

Finance

Tax

Compliance

Corporate Secretariat

Executive Leadership

Compensation and Benefits

Stock Administration

Internal Audit

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Human Resources Officer

General Counsel

Corporate Secretary

Human Resources Director

Compensation and Benefits Manager

Legal Counsel

Finance Director

Tax Manager

Compliance Officer

Board Member

Executive Director

Senior Manager

Department Head

Stock Plan Administrator

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): Primary legislation governing corporate matters, including share issuance, transfer restrictions, and shareholder rights in Indonesian companies
Law No. 8 of 1995 on Capital Markets: Regulates securities, including provisions on share issuance and transfer, especially relevant for publicly listed companies
OJK Regulation No. 32/POJK.04/2015: Regulations on capital increases in public companies, including provisions for employee stock allocation programs
Law No. 13 of 2003 on Employment: Relevant for structuring restricted stock as part of employment compensation and benefits
Income Tax Law (Law No. 36 of 2008): Governs taxation of share-based compensation and capital gains from shares
Law No. 25 of 2007 on Investment: Relevant if the restricted stock agreement involves foreign investment or foreign parties
OJK Regulation No. 14/POJK.04/2019: Governs amendments to articles of association of public companies, which may be necessary for implementing a restricted stock program
Teams

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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