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Restricted Stock Award Agreement

Restricted Stock Award Agreement Template for Philippines

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Key Requirements PROMPT example:

Restricted Stock Award Agreement

"I need a Restricted Stock Award Agreement for our Philippine technology startup, granting 10,000 shares to our new CTO with a 4-year vesting period starting March 1, 2025, and including special provisions for accelerated vesting in case of a successful IPO."

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Document background
The Restricted Stock Award Agreement is a crucial document used by Philippine companies to implement equity-based compensation strategies and align employee interests with corporate objectives. This agreement is particularly relevant in the context of Philippine corporate law and securities regulations, where companies must carefully structure equity awards to comply with local legal requirements while achieving their compensation goals. The document specifies the grant of company shares subject to vesting conditions, transfer restrictions, and potential forfeiture provisions, typically used as part of executive compensation packages or employee incentive programs. It must comply with the Corporation Code of the Philippines, Securities Regulation Code, and relevant Bureau of Internal Revenue regulations regarding equity compensation.
Suggested Sections

1. Parties: Identification of the Company and the Award Recipient

2. Background: Context of the agreement, including reference to any equity incentive plan and board approvals

3. Definitions: Key terms used throughout the agreement including 'Restricted Stock', 'Vesting Date', 'Service Period', etc.

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

5. Vesting Schedule: Specific timeline and conditions for when the restricted stock becomes fully owned by the recipient

6. Transfer Restrictions: Limitations on selling, transferring, or encumbering the shares during the restriction period

7. Rights During Restriction Period: Voting rights, dividend rights, and other shareholder privileges during the vesting period

8. Termination of Employment: Consequences of employment termination on unvested shares

9. Tax Provisions: Tax obligations and responsibilities of both parties under Philippine tax law

10. Compliance with Securities Laws: Confirmation of compliance with Philippine securities regulations

11. General Provisions: Standard clauses including governing law, notices, amendments, and entire agreement

Optional Sections

1. Performance Conditions: Additional vesting conditions tied to company or individual performance metrics

2. Change in Control Provisions: Special provisions for corporate transactions or ownership changes

3. Clawback Provisions: Company's right to reclaim shares in case of misconduct or specified events

4. International Law Compliance: Required for recipients who are foreign nationals or if shares are listed internationally

5. Non-Competition and Confidentiality: Additional restrictions and obligations regarding competitive activities and confidential information

6. Electronic Delivery: Provisions for electronic delivery of notices and documents related to the award

Suggested Schedules

1. Schedule A - Award Details: Specific details of the grant including number of shares, grant date, and vesting dates

2. Schedule B - Equity Incentive Plan: Copy or summary of the relevant equity incentive plan under which the award is granted

3. Schedule C - Shareholder Agreement: Summary of or reference to key shareholder rights and obligations

4. Appendix 1 - Tax Summary: Summary of relevant tax implications under Philippine law

5. Appendix 2 - Consent Forms: Required regulatory and corporate consents and acknowledgments

6. Appendix 3 - Notice of Grant: Formal notice of stock award that may need to be signed and returned

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
Award
Board of Directors
Cause
Change in Control
Company
Confidential Information
Corporation Code
Disability
Effective Date
Employment Agreement
Equity Incentive Plan
Fair Market Value
Good Reason
Grant Date
Grantee
Parent Corporation
Performance Criteria
Plan Administrator
Restricted Period
Restricted Stock
Retirement
SEC
Securities Regulation Code
Service Period
Shares
Subsidiary
Tax Code
Termination Date
Transfer
Unvested Shares
Vested Shares
Vesting Date
Vesting Schedule
Voting Rights
Clauses
Grant of Award
Vesting
Transfer Restrictions
Voting Rights
Dividend Rights
Employment Conditions
Termination Provisions
Tax Obligations
Securities Law Compliance
Corporate Governance
Confidentiality
Non-Competition
Change in Control
Forfeiture
Clawback
Amendment
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Performance Conditions
Share Rights
Registration Requirements
Representations and Warranties
Regulatory Compliance
Electronic Communications
Data Privacy
Force Majeure
Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Telecommunications

Real Estate

Healthcare

Retail

Energy

Construction

Mining

Agriculture

Education

Media and Entertainment

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Secretariat

Compensation and Benefits

Compliance

Corporate Governance

Treasury

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Human Resources Director

Compensation and Benefits Manager

Legal Counsel

Corporate Secretary

Finance Director

Executive Director

Senior Manager

Department Head

Vice President

Managing Director

Board Member

Stock Plan Administrator

Industries
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Primary legislation governing corporations in the Philippines, including provisions on stock issuance, transfer restrictions, and corporate governance
Securities Regulation Code (Republic Act No. 8799): Regulates the offering and trading of securities, including employee stock awards, and sets requirements for disclosure and registration
National Internal Revenue Code of the Philippines: Contains provisions on the taxation of stock awards, including when they are considered taxable income and how they should be valued
Labor Code of the Philippines: Governs employment relationships and compensation, including equity-based compensation such as restricted stock awards
Securities and Exchange Commission Memorandum Circular No. 4, Series of 2019: Provides guidelines on corporate governance for publicly-listed companies, including provisions on employee stock ownership plans
Bureau of Internal Revenue Regulations: Specific regulations dealing with the tax treatment of equity compensation and reporting requirements for both employers and employees
Philippine Competition Act (Republic Act No. 10667): May be relevant if the stock awards involve substantial ownership changes that could trigger merger control or competition law considerations
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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