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Restricted Stock Award Agreement
"I need a Restricted Stock Award Agreement under Irish law for our new Chief Technology Officer, with 100,000 shares vesting over 4 years starting March 1, 2025, including double-trigger acceleration provisions and malus/clawback clauses for a publicly-listed technology company."
1. Parties: Identification of the company issuing the restricted stock and the recipient
2. Background: Context of the award, including reference to any equity incentive plan
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Restricted Stock: Details of the stock award, including number of shares and grant date
5. Vesting Schedule: Specific vesting conditions, timeline, and requirements
6. Transfer Restrictions: Limitations on transfer of shares during the restriction period
7. Termination of Service: Impact of employment/service termination on the award
8. Tax Provisions: Irish tax implications, responsibilities, and withholding requirements
9. Compliance with Laws: Regulatory compliance requirements and representations
10. Administration: Details of how the award will be administered and by whom
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard legal provisions including governing law, amendment process, and severability
1. Shareholders' Agreement Adherence: Required if there's an existing shareholders' agreement that the recipient must adhere to
2. Employment Status: Include when clarification is needed that the award does not affect employment status
3. Corporate Transaction Provisions: Include for public companies or where a corporate transaction is contemplated
4. Malus and Clawback: Include for senior executives or when required by corporate governance
5. Non-Competition and Non-Solicitation: Include when additional restrictive covenants are required
6. Data Protection: Detailed GDPR compliance section when extensive personal data processing is involved
1. Schedule 1 - Award Details: Specific details of the award including number of shares, grant date, and vesting schedule
2. Schedule 2 - Vesting Conditions: Detailed performance or time-based conditions for vesting
3. Schedule 3 - Tax Election Forms: Required Irish tax forms and elections
4. Schedule 4 - Acceptance Form: Form for formal acceptance of the award and its terms
5. Appendix A - Copy of Equity Incentive Plan: Full copy of the relevant equity incentive plan
6. Appendix B - Shareholders' Agreement: Copy of applicable shareholders' agreement if relevant
Authors
Technology
Financial Services
Professional Services
Manufacturing
Pharmaceuticals
Biotechnology
Telecommunications
Software
Consulting
E-commerce
Healthcare
Energy
Media and Entertainment
Legal
Human Resources
Finance
Compensation and Benefits
Corporate Governance
Talent Management
Executive Administration
Compliance
Tax
Treasury
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Senior Vice President
Vice President
Director
Senior Manager
Department Head
Senior Engineer
Key Software Developer
Senior Sales Executive
Research Scientist
Product Manager
Principal Consultant
Executive Director
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