Restricted Stock Grant Agreement Template for India

1. Lock-in Period: Additional holding period requirements beyond vesting, used for key employees or regulatory compliance

2. Clawback Provisions: Rights to reclaim shares in case of misconduct, used for senior executives

3. International Tax Provisions: Special tax considerations for non-resident grantees

4. Change in Control: Impact of company merger, acquisition, or restructuring on restricted shares

5. Non-Competition and Non-Solicitation: Restrictions on competitive activities, typically for senior employees

6. Electronic Delivery: Provisions for electronic documentation and notifications

7. Special Vesting Conditions: Performance-based or milestone-based vesting criteria

1. Schedule A - Grant Notice: Specific details of the grant including number of shares, grant date, and vesting schedule

2. Schedule B - Vesting Details: Detailed breakdown of vesting dates and conditions

3. Schedule C - Shareholder Agreement: Reference to or extract of relevant shareholder agreement provisions

4. Appendix 1 - Tax Illustration: Examples of tax implications at various stages

5. Appendix 2 - Required Regulatory Forms: Templates of forms required for SEBI or other regulatory compliance

6. Appendix 3 - Board Resolution: Copy of board resolution approving the grant

7. Appendix 4 - Power of Attorney: Optional POA for company actions related to the restricted shares