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Restricted Stock Agreement
1. Parties: Identification of the Company and the Recipient of the restricted stock
2. Background: Context of the agreement, including the company's share capital structure and authorization for the restricted stock grant
3. Definitions: Key terms used throughout the agreement including 'Restricted Stock', 'Vesting Period', 'Fair Market Value', etc.
4. Grant of Restricted Stock: Details of the stock grant including number of shares, par value, and grant date
5. Purchase Price and Payment: Terms of payment for the restricted stock, if applicable
6. Vesting Schedule: Specific timeline and conditions for the vesting of restricted stock
7. Transfer Restrictions: Limitations on transfer of unvested shares and any lock-up provisions
8. Termination of Employment: Treatment of restricted stock upon various types of employment termination
9. Company's Right of Repurchase: Terms under which the company can repurchase unvested or vested shares
10. Tax Matters: Tax obligations and responsibilities of both parties
11. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Change in Control Provisions: Accelerated vesting provisions in case of company sale or merger
2. Non-Competition and Non-Solicitation: Additional restrictions on recipient's activities, if tied to the stock grant
3. Bad Leaver Provisions: Special provisions for termination due to misconduct or breach
4. Good Leaver Provisions: Special provisions for termination due to death, disability, or retirement
5. Share Lending Agreement: Terms for lending shares to facilitate liquidity, if applicable
6. Tag-Along Rights: Right to participate in sale of majority shareholder's shares
7. Drag-Along Rights: Obligation to participate in sale of majority shareholder's shares
8. Data Protection Clause: GDPR compliance provisions if not covered in separate policy
1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates and conditions
2. Schedule 2 - Share Certificate: Form of share certificate or declaration of ownership
3. Schedule 3 - Section 83(b) Election Form: Tax election form if agreement with US taxpayers
4. Schedule 4 - Shareholders' Agreement: Copy or relevant excerpts of the existing shareholders' agreement
5. Schedule 5 - Company's Articles of Association: Current articles of association showing share classes and rights
6. Schedule 6 - Share Transfer Form: Template for executing share transfers
7. Schedule 7 - Acceptance Form: Recipient's formal acceptance of the restricted stock grant
8. Schedule 8 - Fair Market Value Calculation: Methodology for determining share value for tax purposes
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