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Stock Grant Agreement for Canada

Stock Grant Agreement Template for Canada

A Stock Grant Agreement is a legal document used in Canada to formalize the issuance of company shares to recipients, typically employees, directors, or consultants. The agreement outlines the terms and conditions of the share grant, including the number of shares, vesting schedule, and any restrictions on transfer. It ensures compliance with Canadian securities laws, corporate regulations, and tax requirements at both federal and provincial levels. The document includes provisions for regulatory compliance, shareholder rights, and tax implications, while incorporating necessary protections for both the issuing company and the share recipient.

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What is a Stock Grant Agreement?

The Stock Grant Agreement serves as a fundamental instrument in Canadian corporate practice for companies looking to provide equity-based compensation to their employees, directors, or consultants. This document is essential when a company wishes to grant actual shares (rather than options or other equity instruments) to individuals, typically as part of compensation packages, retention strategies, or performance incentives. The agreement must comply with various Canadian regulatory requirements, including provincial securities laws, federal and provincial tax regulations, and corporate law requirements. It's commonly used by both private and public companies across Canada, though the specific terms and conditions may vary based on the company's size, structure, and jurisdiction of incorporation. The Stock Grant Agreement typically includes detailed provisions about vesting schedules, transfer restrictions, shareholder rights, and tax implications, making it a crucial document for both the issuing company and the share recipient.

What sections should be included in a Stock Grant Agreement?

1. Parties: Identification of the company issuing the shares and the recipient (grantee)

2. Background: Context of the stock grant, including the company's stock plan (if any) and authority to issue shares

3. Definitions: Key terms used throughout the agreement including 'Shares', 'Grant Date', 'Vesting Date', etc.

4. Grant of Shares: Details of the stock grant including number of shares, class of shares, and grant date

5. Vesting Provisions: Vesting schedule, conditions, and requirements for the shares to become fully owned by the grantee

6. Regulatory Compliance: Statements ensuring compliance with applicable securities laws and regulations

7. Tax Matters: Tax obligations, responsibilities, and acknowledgments by both parties

8. Rights as Shareholder: Description of voting rights, dividend rights, and other shareholder privileges

9. Restrictions on Transfer: Limitations on selling, transferring, or encumbering the shares

10. Representations and Warranties: Statements by both parties regarding their authority, compliance, and understanding

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

What sections are optional to include in a Stock Grant Agreement?

1. Employment Relationship: Section addressing the relationship between the stock grant and employment status, used when grant is part of employment compensation

2. Change of Control Provisions: Provisions addressing what happens to unvested shares in case of company sale or merger, used for private companies or when specifically requested

3. Drag-Along Rights: Provisions requiring grantee to sell shares in case of company sale, typically used for private companies

4. Tag-Along Rights: Rights allowing grantee to participate in sale of shares by major shareholders, typically used for private companies

5. Right of First Refusal: Company's right to purchase shares before they can be sold to third parties, used for private companies

6. Repurchase Rights: Company's right to repurchase shares under certain conditions, used when company wants to maintain control over share ownership

7. Non-Competition and Confidentiality: Additional restrictions on grantee's activities, used when grant is part of employment or service relationship

What schedules should be included in a Stock Grant Agreement?

1. Schedule A - Share Details: Detailed information about the granted shares including certificate numbers, class of shares, and any special rights or restrictions

2. Schedule B - Vesting Schedule: Detailed breakdown of vesting dates and conditions

3. Schedule C - Shareholder Agreement: Copy or summary of relevant provisions from the company's shareholder agreement

4. Schedule D - Stock Plan: Summary or copy of the company's stock plan under which the grant is made, if applicable

5. Appendix A - Tax Election Forms: Forms required for tax elections, including Section 85(1) election forms if applicable

6. Appendix B - Consent Forms: Required regulatory or corporate consents and approvals

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

Canada

Publisher

Ƶ

Document Type

Stock Agreement

Cost

Free to use
Relevant legal definitions










Clauses






























Relevant Industries

Technology

Financial Services

Professional Services

Healthcare

Manufacturing

Real Estate

Energy

Mining

Telecommunications

Biotechnology

Software

Consulting

Retail

E-commerce

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Board of Directors

Compensation

Corporate Governance

Treasury

Investor Relations

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Senior Vice President

Vice President

Director

Senior Manager

Board Member

Executive Director

General Counsel

Corporate Secretary

Human Resources Director

Compensation Specialist

Legal Counsel

Finance Manager

Employee

Consultant

Independent Contractor

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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