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Restricted Stock Purchase Agreement for Austria

Restricted Stock Purchase Agreement Template for Austria

A comprehensive legal document governed by Austrian law that establishes the terms and conditions under which an individual (typically an employee or executive) purchases restricted shares in a company. The agreement details the purchase price, vesting schedule, transfer restrictions, and company repurchase rights, while ensuring compliance with Austrian corporate law, securities regulations, and tax requirements. It includes specific provisions for share ownership, voting rights, and potential exit scenarios, all structured within the framework of Austrian legal requirements and corporate governance standards.

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What is a Restricted Stock Purchase Agreement?

The Restricted Stock Purchase Agreement is a crucial document used when companies wish to offer equity ownership to employees, executives, or other stakeholders while maintaining certain controls over the shares. Under Austrian law, this agreement serves as the primary instrument for implementing equity compensation programs, particularly in startups, growth companies, and established corporations looking to align stakeholder interests. The document must comply with Austrian corporate law requirements, including the Stock Corporation Act (Aktiengesetz) and Limited Liability Companies Act (GmbH-Gesetz), while addressing tax implications under Austrian tax regulations. It typically includes detailed provisions on share purchase terms, vesting schedules, transfer restrictions, company repurchase rights, and shareholder obligations, making it essential for companies implementing employee ownership programs or executive compensation packages.

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

1. Parties: Identification of the company issuing the restricted stock and the purchaser(s)

2. Background: Context of the agreement, including reference to any employee relationship or other relevant circumstances

3. Definitions: Definitions of key terms used throughout the agreement

4. Purchase and Sale of Shares: Details of the stock purchase transaction, including number of shares, purchase price, and payment terms

5. Vesting Provisions: Schedule and conditions for vesting of the restricted shares

6. Transfer Restrictions: Limitations on transfer of shares during the restriction period

7. Company's Repurchase Rights: Terms under which the company may repurchase shares

8. Tax Provisions: Tax obligations and responsibilities of both parties

9. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority

10. General Provisions: Standard contractual terms including notices, amendments, governing law

11. Signature Page: Execution blocks for all parties

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

1. Right of First Refusal: Company's right to purchase shares before they can be sold to third parties

2. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority shareholders

3. Drag-Along Rights: Right of majority shareholders to force minority shareholders to join in sale

4. Voting Agreement: Specific provisions regarding voting rights during restriction period

5. Special Tax Elections: Provisions for making specific tax elections under Austrian law

6. Employment Relationship: Additional terms relating to employment status and impact on vesting

7. Confidentiality Provisions: Specific confidentiality obligations regarding company information

8. Share Certificates: Provisions regarding the issuance and holding of physical share certificates

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

1. Schedule A - Vesting Schedule: Detailed timeline and conditions for share vesting

2. Schedule B - Share Details: Specific information about the shares being purchased, including class and rights

3. Schedule C - Purchase Price Calculation: Method and details of share price calculation

4. Appendix 1 - Section 83(b) Election Form: Tax election form if applicable under local tax regulations

5. Appendix 2 - Shareholders Agreement: Copy or reference to existing shareholders agreement

6. Appendix 3 - Company Articles: Relevant excerpts from company's articles of association

7. Appendix 4 - Board Resolution: Copy of board resolution approving the share issuance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions





































Clauses































Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Biotechnology

Software

Consulting

E-commerce

Real Estate

Energy

Telecommunications

Media and Entertainment

Consumer Goods

Industrial Services

Relevant Teams

Legal

Human Resources

Finance

Executive Management

Board of Directors

Compensation and Benefits

Corporate Governance

Tax

Compliance

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Human Resources

Corporate Secretary

Compensation Manager

Legal Counsel

HR Director

Equity Compensation Specialist

Board Member

Executive Director

Managing Director

Finance Director

Compliance Officer

Tax Manager

Company Secretary

HR Operations Manager

Industries








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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