A Restricted Stock Agreement is commonly used when companies want to incentivize and retain key personnel by offering them ownership in the company. This document, governed by U.S. federal and state securities laws, provides a framework for granting stock that vests over time, typically subject to continued service. The agreement includes essential details about the grant, vesting schedule, transfer restrictions, and tax implications, particularly regarding IRC Section 83(b) elections. Companies use Restricted Stock Agreements as part of their equity compensation strategy, especially in scenarios involving executive compensation, startup employee retention, or strategic hires.
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1. Parties: Identifies the company issuing the restricted stock and the recipient
2. Background/Recitals: States the context and purpose of the agreement, including reference to any equity incentive plan
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Restricted Stock: Details the number of shares granted and their par value
5. Vesting Schedule: Specifies the vesting timeline and conditions
6. Transfer Restrictions: Outlines limitations on transfer of restricted shares
7. Termination Provisions: Describes what happens to unvested shares upon various types of employment termination
8. Tax Provisions: Addresses tax obligations and Section 83(b) election rights
1. Drag-Along Rights: Right to force minority shareholders to join in sale of company - use when company wants to ensure ability to sell entire company
2. Tag-Along Rights: Right to join in sale of shares by other shareholders - use to protect minority shareholders
3. Right of First Refusal: Company's right to purchase shares before they can be sold to third parties - use when company wants to control share ownership
4. Acceleration Provisions: Conditions under which vesting accelerates - typically used in connection with change of control
1. Vesting Schedule: Detailed breakdown of vesting dates and quantities
2. Section 83(b) Election Form: Template for filing Section 83(b) election with IRS
3. Spousal Consent: Consent form for spouse to agree to terms of restricted stock agreement
4. Stock Power: Form to transfer shares back to company upon forfeiture
5. Copy of Equity Incentive Plan: Full text of any referenced equity incentive plan
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