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Restricted Stock Grant Agreement
"I need a Restricted Stock Grant Agreement for our UK-based technology startup to grant 10,000 shares to our new Chief Technology Officer, with a four-year vesting schedule starting from March 1, 2025, and a one-year cliff period."
1. Parties: Identification of the company and the recipient of the restricted stock
2. Background: Context of the grant and reference to any relevant share schemes
3. Definitions: Key terms used throughout the agreement including 'Restricted Stock', 'Vesting Date', 'Restricted Period'
4. Grant of Restricted Stock: Details of shares being granted, including number, class and nominal value of shares
5. Vesting Provisions: Vesting schedule, conditions and mechanics of how and when restrictions will lapse
6. Transfer Restrictions: Limitations on transfer during restricted period and consequences of unauthorized transfer
7. Termination Provisions: Consequences of employment termination, including good leaver/bad leaver provisions
8. Company's Rights and Obligations: Company's obligations regarding share issuance, maintenance of registers, and corporate actions
9. Participant's Undertakings: Participant's agreements and warranties regarding compliance with restrictions and tax obligations
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Tax Elections: Section 431 election provisions and process for making tax elections
2. Dividend Rights: Treatment of dividends during restricted period and any special dividend arrangements
3. Voting Rights: Specification of voting rights during restricted period
4. Change of Control Provisions: Treatment of restricted stock in the event of a change of control or corporate transaction
5. Malus and Clawback: Provisions for reducing or reclaiming shares in specific circumstances
1. Section 431 Election Form: Standard form for making tax election under Section 431 ITEPA 2003
2. Vesting Schedule: Detailed timetable showing vesting dates and portions of shares that vest on each date
3. Share Rights and Restrictions: Detailed terms of the share class being granted, including any special rights or restrictions
4. Shareholders' Agreement Extract: Relevant provisions from the company's shareholders' agreement that apply to the restricted stock
5. Stock Certificate Template: Form of stock certificate to be issued for the restricted shares
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