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Restricted Stock Award Agreement Template for United States

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Key Requirements PROMPT example:

Restricted Stock Award Agreement

"I need a Restricted Stock Award Agreement for a Series A startup granting 50,000 shares to our new CTO, with a 4-year vesting schedule starting March 1, 2025, and including standard double-trigger acceleration provisions in case of acquisition."

Document background
The Restricted Stock Award Agreement is a crucial document used when companies want to grant actual shares of stock to employees, directors, or consultants as part of their compensation package. This agreement, governed by U.S. federal and state laws, specifies how and when the granted shares vest, what restrictions apply to their transfer, and what happens in various termination scenarios. It's particularly important for companies looking to attract and retain key talent while ensuring alignment with company goals through equity ownership. The agreement must comply with SEC regulations, tax laws (particularly IRC Section 83), and state corporate laws.
Suggested Sections

1. Parties: Identifies the company granting the award and the recipient employee/consultant

2. Background: References the equity incentive plan and authority to grant restricted stock

3. Definitions: Key terms including Restricted Stock, Vesting Date, Restriction Period

4. Grant of Restricted Stock: Details of shares granted, including number and grant date

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

6. Restrictions on Transfer: Limitations on sale or transfer during restriction period

7. Termination Provisions: Treatment of unvested shares upon various termination scenarios

Optional Sections

1. Change in Control Provisions: Accelerated vesting provisions that apply in the event of a company sale, merger, or other change in control

2. Tax Withholding: Methods and procedures for satisfying tax withholding obligations related to the restricted stock

3. Restrictive Covenants: Non-compete, non-solicitation, and confidentiality provisions if not covered in separate agreements

Suggested Schedules

1. Section 83(b) Election Form: Template form for filing an early taxation election with the IRS

2. Notice of Grant: Formal notice detailing the specific terms of the grant and procedures for acceptance

3. Stock Power: Form authorizing the transfer of shares back to the company in case of forfeiture

4. Spousal Consent: Consent form required for married participants in community property states

Authors

Alex Denne

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

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Industries

Securities Act of 1933: Federal law that governs restricted securities, particularly Rule 144, which provides guidelines for the resale of restricted securities and control securities

Securities Exchange Act of 1934: Federal law establishing SEC oversight and requirements for securities markets, including reporting obligations for public companies

Internal Revenue Code Section 83: Tax provisions governing the transfer of restricted property in connection with the performance of services, including timing of taxation and valuation

Internal Revenue Code Section 83(b): Allows recipients of restricted stock to elect to be taxed at the time of grant rather than at vesting, potentially resulting in tax advantages

Internal Revenue Code Section 409A: Regulations governing deferred compensation arrangements, which may impact the structure of restricted stock awards

ERISA: Employee Retirement Income Security Act - Federal law governing employee benefit plans, which may apply to certain equity compensation arrangements

State Corporate Laws: Laws of the state of incorporation governing corporate matters, including stock issuance and transfer restrictions

Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities to protect investors from fraudulent activities

FASB ASC Topic 718: Accounting standards for stock-based compensation, providing guidance on how to account for and report equity awards

Stock Exchange Requirements: For public companies, specific listing requirements from exchanges like NYSE or NASDAQ regarding equity compensation

Fair Labor Standards Act: Federal law establishing wage, hour, and other employment standards that may impact equity compensation arrangements

Company Governance Documents: Internal documents including articles of incorporation, bylaws, equity incentive plans, and insider trading policies that affect restricted stock awards

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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