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Restricted Stock Purchase Agreement

Restricted Stock Purchase Agreement Template for Indonesia

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Key Requirements PROMPT example:

Restricted Stock Purchase Agreement

"I need a Restricted Stock Purchase Agreement for my Indonesian tech startup to issue 10,000 shares to our new Chief Technology Officer, with a 4-year vesting period starting March 1, 2025, and a one-year cliff period."

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Document background
The Restricted Stock Purchase Agreement is a crucial document in Indonesian corporate practice, particularly utilized when companies wish to offer equity compensation to employees or structure investment arrangements with specific transfer restrictions. This agreement, governed by Indonesian law including Law No. 40 of 2007 on Limited Liability Companies, enables companies to issue shares while maintaining control over their ownership and transfer. It typically includes detailed provisions on purchase price, vesting schedules, transfer restrictions, and company repurchase rights. The document is especially relevant in startup environments and established companies implementing employee retention strategies, requiring careful consideration of Indonesian securities regulations, tax implications, and corporate governance requirements. The agreement must be structured to comply with OJK (Financial Services Authority) regulations and other relevant Indonesian legislative frameworks.
Suggested Sections

1. Parties: Identifies the company issuing the restricted stock and the purchaser, including complete legal names and addresses

2. Background: Sets forth the context of the agreement, including the company's authorization to issue shares and the purchaser's desire to acquire them

3. Definitions: Defines key terms used throughout the agreement, including 'Restricted Stock', 'Vesting Period', 'Fair Market Value', etc.

4. Purchase and Sale of Shares: Details the number of shares being purchased, purchase price, and payment terms

5. Restrictions on Transfer: Specifies limitations on the purchaser's ability to sell, transfer, or encumber the shares

6. Vesting Provisions: Outlines the vesting schedule and conditions under which restrictions will lapse

7. Company's Repurchase Rights: Details the company's rights to repurchase unvested shares upon termination or other specified events

8. Representations and Warranties: Contains statements of fact and promises by both parties regarding their capacity and authority

9. Tax Provisions: Addresses tax implications and responsibilities related to the stock purchase and vesting

10. Compliance with Laws: Ensures adherence to Indonesian corporate and securities laws

11. Termination: Specifies circumstances under which the agreement may be terminated

12. General Provisions: Includes standard clauses such as notices, amendments, governing law, and dispute resolution

Optional Sections

1. Right of First Refusal: Gives the company first right to purchase shares if the holder wishes to sell, used when additional transfer restrictions are desired

2. Tag-Along Rights: Allows minority shareholders to join in the sale of shares, relevant when protecting minority interests

3. Drag-Along Rights: Requires minority shareholders to join in the sale of shares, useful for future company sale scenarios

4. Shareholders Agreement Provisions: References or incorporates key provisions from the company's shareholders agreement, if applicable

5. Employment Relationship: Addresses the relationship between stock ownership and employment status, used when the purchaser is an employee

6. Acceleration Provisions: Specifies circumstances that might accelerate vesting, such as change in control or termination without cause

7. Voting Rights: Details any special provisions regarding voting rights during the vesting period

Suggested Schedules

1. Schedule A - Share Details: Specifies the number, class, and par value of shares being purchased

2. Schedule B - Vesting Schedule: Detailed timeline and conditions for the vesting of shares

3. Schedule C - Purchase Price Calculation: Methods and formulas for determining the purchase price of shares

4. Schedule D - Company Information: Relevant company details including registration number, authorized capital, and issued shares

5. Schedule E - Deed of Adherence: Form for the purchaser to formally agree to company's existing shareholder agreements

6. Appendix 1 - Board Resolution: Copy of board resolution approving the share issuance

7. Appendix 2 - Shareholders' Approval: Documentation of any required shareholder approval for the share issuance

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
Articles of Association
Board of Directors
Business Day
Cause
Change in Control
Company
Confidential Information
Deed of Transfer
Effective Date
Fair Market Value
Financial Services Authority (OJK)
Forfeiture
Good Reason
Governing Law
Initial Public Offering
Law No. 40 of 2007
Material Adverse Effect
Notice
Purchase Price
Purchaser
Repurchase Price
Repurchase Right
Restricted Period
Restricted Stock
Securities
Service Provider
Shareholders
Shareholders Agreement
Shares
Subscription Agreement
Termination Date
Transfer
Transfer Restrictions
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

E-commerce

Healthcare

Education

Telecommunications

Real Estate

Energy

Consumer Goods

Start-ups

Digital Media

Relevant Teams

Legal

Human Resources

Finance

Compliance

Corporate Secretariat

Executive Leadership

Board of Directors

Compensation and Benefits

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Human Resources Director

Legal Counsel

Corporate Secretary

Compensation Manager

Board Member

Executive Director

Senior Manager

Investment Manager

Compliance Officer

Finance Director

General Counsel

Vice President of Human Resources

Equity Compensation Specialist

Industries
Law No. 40 of 2007 on Limited Liability Companies (Company Law): Provides the fundamental legal framework for companies in Indonesia, including regulations on share issuance, transfer restrictions, and shareholder rights
Law No. 8 of 1995 on Capital Markets: Regulates securities trading, public offerings, and related matters in Indonesia's capital markets
Government Regulation No. 45 of 1995: Implements the Capital Market Law and provides specific regulations on securities market activities
Law No. 13 of 2003 on Employment: Relevant for employee-related aspects of restricted stock agreements, including terms of compensation and benefits
Income Tax Law (Law No. 36 of 2008): Governs taxation of share transfers, capital gains, and other tax implications related to stock transactions
Indonesian Civil Code (KUHPerdata): Provides the basic framework for contract law, including formation, validity, and enforcement of agreements
OJK Regulation No. 32/POJK.04/2015: Regulates capital increases in public companies, including provisions on rights issues and share issuance
Currency Law No. 7 of 2011: Relevant for determining the currency denomination of share values and payment requirements
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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