Restricted Stock Agreement for Malta

Restricted Stock Agreement Template for Malta

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Restricted Stock Agreement

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

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What is a Restricted Stock Agreement?

The Restricted Stock Agreement is commonly used by Maltese companies as part of their employee incentive and retention strategies. This document is essential when a company wishes to grant shares to employees or service providers while maintaining certain controls through vesting periods and transfer restrictions. The agreement must comply with Malta's Companies Act (Chapter 386) and relevant EU regulations, making it suitable for both local and international corporate structures operating in Malta. It typically includes detailed provisions on share grants, vesting schedules, taxation, shareholder rights, and corporate governance requirements. The document is particularly relevant for startups, scale-ups, and established companies looking to attract and retain key talent through equity participation, while ensuring compliance with Maltese corporate and securities laws.

What sections should be included in a Restricted Stock Agreement?

1. Parties: Identifies the company issuing the restricted stock and the recipient (typically an employee or service provider)

2. Background: Explains the context of the agreement, including reference to any employee incentive scheme or board resolution authorizing the stock grant

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

4. Grant of Restricted Stock: Details the number of shares being granted, par value, and class of shares

5. Purchase Price: Specifies whether the shares are granted for free or if there is a purchase price, and payment terms if applicable

6. Vesting Schedule: Outlines the vesting timeline and conditions that must be met for the restrictions to lapse

7. Transfer Restrictions: Details restrictions on transferring the shares during the vesting period and any applicable lock-up periods

8. Forfeiture Provisions: Describes circumstances under which unvested shares may be forfeited

9. Taxation: Addresses tax obligations and responsibilities of both parties

10. Shareholders' Rights: Specifies voting rights, dividend rights, and other shareholder privileges during the restriction period

11. Company Representations: Company's representations regarding share issuance authority and compliance with laws

12. Recipient Representations: Recipient's acknowledgments and representations regarding the investment

13. Governing Law and Jurisdiction: Specifies Maltese law as governing law and establishes jurisdiction for disputes

14. General Provisions: Standard provisions including notices, amendments, and entire agreement clause

What sections are optional to include in a Restricted Stock Agreement?

1. Change of Control Provisions: Include when accelerated vesting is desired in case of company sale or merger

2. Death and Disability: Include specific provisions for handling restricted stock in case of death or disability

3. Leave of Absence: Include when specific treatment of vesting during various types of leave is needed

4. Drag-Along Rights: Include when majority shareholders want to force minority shareholders to join in the sale of the company

5. Tag-Along Rights: Include to give minority shareholders the right to join in the sale of shares by majority shareholders

6. Non-Competition and Non-Solicitation: Include when additional restrictive covenants are desired

7. Malus and Clawback: Include when the company wants the right to recoup or cancel vested shares in cases of misconduct

8. International Tax Provisions: Include for recipients subject to tax in multiple jurisdictions

What schedules should be included in a Restricted Stock Agreement?

1. Schedule 1 - Share Details: Detailed description of the shares including class, rights, and any special terms attached

2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting dates and percentages

3. Schedule 3 - Shareholders' Agreement: Copy or relevant excerpts of the company's shareholders' agreement

4. Schedule 4 - Board Resolution: Copy of board resolution authorizing the share grant

5. Schedule 5 - Deed of Adherence: Form for recipient to sign accepting terms of existing shareholders' agreement

6. Appendix A - Notice of Share Grant: Formal notice documenting the grant of restricted shares

7. Appendix B - Section 83(b) Election Form: Tax election form if agreement will also be used for US taxpayers

8. Appendix C - Share Transfer Form: Template for future share transfers or forfeitures

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

Professional Services

Healthcare

Manufacturing

E-commerce

Telecommunications

Gaming and iGaming

Biotechnology

Maritime

Aviation

Consulting

Software Development

Fintech

Real Estate

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation & Benefits

Talent Acquisition

Corporate Secretary Office

Risk & Compliance

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Software Engineer

Senior Developer

Product Manager

Sales Director

Business Development Manager

Technical Lead

Department Head

Senior Manager

Executive Director

Managing Director

Key Account Manager

Senior Consultant

Research Scientist

Principal Engineer

Vice President

General Counsel

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