This restricted stock purchase agreement template has 7 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our restricted stock purchase agreement template:
RESTRICTED STOCK PURCHASE AGREEMENT This Restricted Stock Purchase Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Founder"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, pursuant to the Subscription Agreement, the Founder subscribed for [NUMBER] Shares; and WHEREAS, as a condition to the subscription provided by the Subscription Agreement, the Founder agrees to restrict the Shares as more fully described herein. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the parties hereto agree as follows: DEFINITIONS "Business Relationship" means service to the Company or its successor in the capacity of an employee, officer or director, or if so determined by the Board of Directors of the Company, as a consultant. "Board of Directors" shall mean the Board of Directors of the Company. "Common Stock" means the common stock, par value $.00001 per Share, of the Company, subject to adjustments pursuant to Section 6. "Founders Agreement" means that certain Founders Agreement dated the date hereof among the Company, the Founder and the other founders of the Company. "Right of First Refusal" means that certain right of refusal described in the Founders Agreement. VESTING Vesting Schedule: If the Founder has continuously maintained a Business Relationship with the Company through the vesting dates specified on the cover page hereof, as determined by the Board of Directors, Unvested Shares shall become Vested Shares (or shall "vest") on such dates and in an amount equal to that which is set forth on the cover page. Shares that have been so earned by continuity of the Founder's Business Relationship with the Company during the applicable period shall be regarded as "Vested Shares," and Shares that have not been so earned by continuity of the Founder's Business Relationship with the Company during the applicable period shall be regarded as "Unvested Shares." If the Founder's Business Relationship with the Company ceases, voluntarily or involuntarily, with or without cause, no Unvested Shares shall become Vested Shares thereafter with respect to the Founder. Any determination under this Agreement as to the status of a Business Relationship or other matters referred to above shall be made in good faith by the Board of Directors. The Board of Directors, in its discretion, may accelerate any vesting dates or waive any of the requirements for vesting. Termination of Business Relationship: For purposes hereof, the Founder's Business Relationship with the Company shall not be considered as having terminated during any leave of absence if such leave of absence has been approved in writing by the Board of Directors and if such written approval contractually obligates the Company to continue the Founder's Business Relationship with the Company after the approved period of absence; in the event of such an approved leave of absence, vesting of Unvested Shares shall be suspended (and the period of the leave of absence shall be added to all vesting dates), unless otherwise provided in the Board of Directors' written approval of the leave of absence or other waiver. For purposes hereof, a termination of the Founder's Business Relationship followed by another Business Relationship shall be deemed a termination of the Business Relationship, with all vesting to cease unless the Company, with the approval of the Board of Directors, enters into a written agreement related to such other Business Relationship in which it is specifically stated that there is no termination of the Business Relationship under this Agreement. This Agreement shall not be affected by any change of Business Relationship within or among the Company and its subsidiaries so long as the Founder continuously remains an employee, consultant, officer or director of the Company or any subsidiary of the Company. RIGHT OF REPURCHASE OF UNVESTED SHARES Transfers: The Founder may not sell, assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of ("Transfer") all or any of the Unvested Shares, or any interest therein, except to the Company (or any successor to the Company) pursuant to this section. Purchase by the Company: Upon the termination of the Founder's Business Relationship, the Founder and any Permitted Transferee shall sell to the Company (or the Company's assignee) all Unvested Shares in accordance with the procedures set forth below, unless the Board determines within 120 days of such termination not to purchase the Unvested Shares. The purchase price (the "Original Repurchase Price") of such Unvested Shares (the "Repurchased Unvested Shares") shall be the Purchase Price per Share (subject to adjustment as herein provided). Such sale shall be effected by the delivery by the Escrow Holder (as defined below in 8.1) to the Company of a certificate or certificates evidencing the Repurchased Unvested Shares, each duly endorsed for Transfer to the Company. Within 120 days following receipt thereof, the Company shall mail a check for the Original Repurchase Price to the Founder or shall cancel indebtedness owed to the Company by the Founder by written notice mailed to the Founder, or both. Upon the mailing of a check in payment of the purchase price in accordance with the terms hereof or cancellation of indebtedness as aforesaid, the Company shall become the legal and beneficial owner of the Unvested Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and Transfer to its own name or cancel the number of Unvested Shares being repurchased by the Company. RESTRICTIONS ON TRANSFERS Rights of First Refusal: Vested Shares may not be Transferred except in accordance with the Founders Agreement. Other Restrictions: Except for Exempt Transfers, the Founder may not at any time Transfer any Vested Shares to any individual, corporation, partnership or other entity that engages in any business activity that is in competition, directly or indirectly, with the products or services being developed, manufactured or sold by the Company. The determination of whether any proposed Transferee engages in any business activity that is in competition with those of the Company shall be made by the Board of Directors in good faith. This prohibition shall be applicable in addition to and separately from the other provisions hereof. INVESTMENT REPRESENTATION The Founder represents, warrants and acknowledges that the Founder: (i) has had an opportunity to ask questions of and receive answers from a Company representative concerning the terms and conditions of this investment; (ii) is acquiring the Shares with the Founder's own funds, for the Founder's own account for the purpose of investment, and not with a view to any resale or other distribution thereof in violation of the Securities Act, as amended (the "Securities Act"); (iii) is a sophisticated investor with such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Shares and that the Founder is able to and must bear the economic risk of the investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act, and therefore, cannot be offered or sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available
