Restricted Stock Purchase Agreement for the United States

Restricted Stock Purchase Agreement Template for United States

A Restricted Stock Purchase Agreement is a legal contract used in the United States that governs the sale of restricted company stock, typically to employees or service providers. The agreement outlines the terms of purchase, vesting schedule, transfer restrictions, and company repurchase rights. It ensures compliance with federal securities laws, particularly SEC regulations, and includes necessary tax provisions such as IRC Section 83(b) election considerations.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Restricted Stock Purchase Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Restricted Stock Purchase Agreement?

The Restricted Stock Purchase Agreement is a crucial document used when companies want to provide equity incentives while maintaining control over stock ownership. This agreement is commonly used in the United States for employee retention and alignment of interests with company goals. It typically includes detailed provisions about purchase price, vesting schedules, transfer restrictions, and company repurchase rights. The document must comply with federal securities laws, state corporate laws, and tax regulations, particularly regarding SEC requirements and IRC Section 83(b) elections. It's particularly important for startups and growing companies looking to attract and retain key talent through equity compensation.

What sections should be included in a Restricted Stock Purchase Agreement?

1. Parties: Identification of the company issuing stock and the purchaser

2. Background/Recitals: Context of the agreement and basic transaction structure

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Core terms of the stock purchase including number of shares and price

5. Investment Representations: Purchaser's representations regarding investment intent and sophistication

6. Transfer Restrictions: Limitations on transfer of restricted stock

7. Vesting Provisions: Schedule and terms of vesting

8. Company's Repurchase Rights: Terms under which company can repurchase unvested shares

9. General Provisions: Standard legal provisions including governing law, notices, etc.

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

1. Right of First Refusal: Company's right to purchase shares before sale to third party

2. Drag-Along Rights: Right to force participant in sale of company

3. Tax Matters: Detailed tax provisions including 83(b) election

4. Voting Agreement: Provisions regarding voting rights

What schedules should be included in a Restricted Stock Purchase Agreement?

1. Stock Purchase Schedule: Details of shares, price, and payment terms

2. Vesting Schedule: Detailed timeline and conditions for vesting

3. Form 83(b) Election: Template for filing 83(b) election with IRS

4. Spousal Consent: Consent form for married purchasers in community property states

5. Stock Power: Form for transfer of shares back to company upon forfeiture

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Security Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Securities Act of 1933: Federal law governing restricted securities, particularly Rule 144, which sets conditions for the public resale of restricted securities and control securities

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing SEC oversight of securities markets

IRC Section 83: Internal Revenue Code section governing the tax treatment of property transferred in connection with performance of services, including restricted stock

IRC Section 83(b) Election: Tax provision allowing recipients of restricted stock to elect to be taxed at the time of grant rather than at vesting

IRC Section 409A: Tax provisions governing deferred compensation arrangements, which may impact certain aspects of restricted stock agreements

Blue Sky Laws: State-specific securities laws governing the offering and sale of securities within each state's jurisdiction

State Corporation Laws: State-specific laws governing corporate formation, operation, and stock issuance (e.g., Delaware General Corporation Law if incorporated in Delaware)

Employment Laws: Federal and state laws governing equity compensation in employment context, including ERISA considerations if part of an employee benefit plan

Stock Exchange Rules: Requirements set by stock exchanges regarding listing requirements and disclosure obligations for publicly traded companies

Corporate Governance Documents: Internal company documents including articles of incorporation, bylaws, shareholder agreements, and board resolutions that govern stock issuance

Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies

Dodd-Frank Act: Federal law implementing financial reforms including executive compensation and corporate governance requirements

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

Find the exact document you need

Credit Agreement Margin Account

A U.S.-governed agreement establishing terms for margin lending between a broker-dealer and customer for securities trading.

find out more

Model Intercreditor Agreement

A U.S.-law governed agreement establishing rights and priorities between different classes of creditors in secured financing transactions.

find out more

Simple Loan Agreement With Collateral

A U.S. legal agreement establishing terms for a secured loan, including collateral provisions and repayment terms.

find out more

Sale Of LLC Interest Agreement

A U.S. legal agreement documenting the sale and transfer of ownership interests in a Limited Liability Company from one party to another.

find out more

Sale Of Shares Agreement LLC

A U.S. legal agreement documenting the sale and transfer of ownership interests in a Limited Liability Company.

find out more

Collateral Substitute Exchange Agreement

A U.S. legal agreement enabling the exchange of existing loan collateral with substitute collateral while maintaining security interests under UCC provisions.

find out more

Chattel Mortgage Security Agreement

A U.S. legal document creating a security interest in movable property (chattel) to secure a loan, governed by the UCC and state laws.

find out more

Pre Lease Deposit Agreement

A U.S. legal document securing a deposit payment prior to executing a formal lease agreement, subject to state-specific property laws.

find out more

Lending Agreement With Collateral

A U.S.-governed agreement establishing terms for a secured loan, including collateral provisions and security interests under UCC.

find out more

Security Agreement Contract

A U.S.-governed agreement creating a security interest in collateral to secure an obligation, subject to UCC Article 9.

find out more

Pledge Security Agreement

A U.S. law-governed agreement creating a security interest in assets to secure an obligation, subject to UCC Article 9.

find out more

Auto Security Agreement

A U.S. legal document creating a lender's security interest in a motor vehicle under UCC Article 9 and state laws.

find out more

Restaurant Investment Contract

A U.S.-governed agreement establishing terms for restaurant business investment, including ownership rights and profit-sharing arrangements.

find out more

Broker Dealer Referral Agreement

A U.S.-governed agreement establishing terms for referring clients to broker-dealers, compliant with SEC and FINRA regulations.

find out more

Key Holding Contract

A U.S.-compliant agreement governing the professional storage and management of property keys by a security service provider.

find out more

Security Interest Agreement

A U.S. legal document creating an enforceable security interest in collateral under UCC Article 9 to secure an obligation.

find out more

Safe Deposit Box Lease Agreement

A U.S.-governed agreement between a financial institution and customer for the rental and use of a secure storage box within the institution's premises.

find out more

Mortgage Security Agreement

A U.S. legal document creating a security interest in real property to secure a loan, subject to federal and state mortgage regulations.

find out more

Stock Collateral Loan Agreement

A U.S.-governed agreement establishing terms for a loan secured by stocks or securities, subject to federal and state securities regulations.

find out more

Pledged Collateral Account Control Agreement

A U.S. tri-party agreement establishing control over accounts pledged as collateral under UCC Article 9.

find out more

Tri Party Collateral Agreement

A U.S.-governed agreement between three parties establishing terms for custody and management of collateral assets, including rights and obligations of pledgor, secured party, and custodian.

find out more

Safe Deposit Box Rental Agreement

A U.S.-compliant contract establishing terms for renting a secure storage box from a financial institution.

find out more

Purchase Money Security Agreement

A U.S. legal document under UCC Article 9 that creates a security interest in specific purchased goods to secure their financing.

find out more

Master Loan And Security Agreement

A U.S.-governed agreement combining loan terms and security arrangements for secured lending transactions.

find out more

Loan Against Shares Agreement

A U.S.-governed agreement establishing terms for loans secured by shares as collateral, subject to federal and state securities regulations.

find out more

Cyber Security Agreement

A U.S.-governed agreement establishing terms for cybersecurity services, data protection, and incident response procedures.

find out more

Confidentiality Ip And Data Protection Agreement

A U.S.-governed agreement combining confidentiality, IP protection, and data privacy compliance obligations.

find out more

Preferred Stock Subscription Agreement

A U.S.-governed agreement documenting the purchase of preferred stock by investors, including terms, conditions, and rights of the investment.

find out more

Debenture Purchase Agreement

A U.S.-governed agreement for the issuance and purchase of corporate debentures, subject to federal and state securities laws.

find out more

Purchase Security Agreement

A U.S. legal document creating a security interest in property to secure payment or performance of an obligation, governed by UCC Article 9.

find out more

Note And Warrant Purchase Agreement

A U.S.-governed agreement establishing terms for investors to purchase convertible notes and warrants from a company.

find out more

Note And Security Agreement

A U.S. legal document combining a promissory note with a security agreement, establishing loan terms and collateral rights under UCC provisions.

find out more

Global Collateral Account Control Agreement

A U.S.-governed agreement establishing control over global collateral accounts and security interests under UCC regulations.

find out more

Factoring And Security Agreement

A U.S.-governed agreement establishing terms for the sale of accounts receivable to a factor and granting associated security interests.

find out more

Debenture Trustee Agreement

A U.S.-governed agreement appointing a trustee to act on behalf of debenture holders and setting out the terms of the relationship between issuer and trustee.

find out more

Data Protection Agreement

A legally binding agreement governing personal data processing and protection under U.S. federal and state privacy laws.

find out more

Consumer Security Agreement

A U.S. legal document that establishes a lender's security interest in a consumer borrower's property as collateral for a loan or credit.

find out more

Commercial Pledge Agreement

A U.S.-governed agreement establishing a security interest in assets as collateral for securing obligations.

find out more

Collateral Control Agreement

A U.S.-governed agreement establishing third-party control over collateral securing a loan or obligation, subject to UCC Article 9.

find out more

Preferred Equity Agreement

A U.S.-governed agreement establishing terms and conditions for preferred stock issuance, including investor rights and privileges.

find out more
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now