The Restricted Stock Purchase Agreement is a crucial document used by New Zealand companies to facilitate equity-based compensation and align interests between the company and key personnel. This agreement is particularly relevant in scenarios where companies wish to incentivize long-term commitment while maintaining control over share ownership. Typically implemented as part of employee compensation packages or director remuneration, it outlines the terms under which shares are purchased, sets vesting conditions, and establishes restrictions on transfer. The document must comply with New Zealand's regulatory framework, including the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. It's commonly used by growth-stage companies, particularly in the technology and professional services sectors, and can be adapted to suit various business sizes and structures while maintaining compliance with New Zealand securities and employment laws.
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1. Parties: Identification of the Company and the Purchaser
2. Background: Context of the agreement, including the company's stock plan (if applicable) and purpose of the restricted stock issuance
3. Definitions: Key terms used throughout the agreement including 'Restricted Stock', 'Vesting Schedule', 'Fair Market Value', etc.
4. Purchase and Sale: Details of the stock purchase including number of shares, purchase price, and payment terms
5. Investment Representations: Purchaser's representations regarding investment intent and capacity to evaluate the investment
6. Transfer Restrictions: Limitations on the ability to transfer, sell, or encumber the restricted shares
7. Vesting Provisions: Schedule and conditions for vesting of shares, including any acceleration provisions
8. Company's Repurchase Rights: Terms under which the company can repurchase unvested or restricted shares
9. Tax Provisions: Tax obligations and responsibilities of both parties, including Section 83(b) election considerations
10. Voting and Dividend Rights: Shareholder rights with respect to restricted shares during the vesting period
11. Compliance with Laws: Obligations to comply with applicable securities laws and regulations
12. General Provisions: Standard contract terms including notices, amendments, governing law, etc.
1. Employment Relationship: Used when the purchase is tied to employment, defining the relationship between employment status and stock rights
2. Drag-Along Rights: Include when the company wants to ensure it can force the stockholder to participate in a future sale of the company
3. Tag-Along Rights: Include to give the stockholder the right to participate in future sales of shares by major stockholders
4. Right of First Refusal: Include when the company wants the right to purchase shares before they can be sold to third parties
5. Confidentiality Provisions: Used when additional confidentiality obligations specific to company ownership need to be imposed
6. Dispute Resolution: Include when specific dispute resolution procedures (e.g., arbitration) are desired
7. Market Stand-off Agreement: Include for pre-IPO companies to restrict sales during and after an IPO
8. Spousal Consent: Include when required by local law or when shares could be subject to community property claims
1. Schedule A - Stock Purchase Details: Detailed information about the shares being purchased, including certificate numbers and purchase price calculations
2. Schedule B - Vesting Schedule: Detailed timeline and conditions for the vesting of shares
3. Schedule C - Section 83(b) Election Form: Template for tax election form and filing instructions
4. Schedule D - Spousal Consent Form: If applicable, consent form for spouse to agree to terms of the agreement
5. Appendix 1 - Company Shareholders Agreement: Copy or relevant excerpts of the existing shareholders agreement that purchaser must comply with
6. Appendix 2 - Stock Plan: If shares are issued under a stock plan, copy of the relevant plan documents
7. Appendix 3 - Fair Market Value Determination: Documentation supporting the determined fair market value of shares
8. Appendix 4 - Share Transfer Form: Standard form for executing future share transfers or repurchases
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