A Restricted Stock Agreement is a crucial document used by Philippine companies to grant shares to key personnel while maintaining certain controls over the equity. This agreement type is particularly relevant for both startups and established companies looking to incentivize and retain valuable employees or contractors through equity compensation. The document must be structured in compliance with Philippine corporate law, securities regulations, and tax requirements, including consideration of foreign ownership restrictions where applicable. The agreement typically specifies vesting schedules, transfer restrictions, forfeiture conditions, and stockholder rights. It serves as a key component of equity compensation programs and requires careful consideration of both corporate and securities law implications under Philippine jurisdiction.
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1. Parties: Identification of the company issuing the restricted stock and the recipient
2. Background: Context of the restricted stock grant and reference to any relevant corporate approvals
3. Definitions: Key terms used throughout the agreement
4. Grant of Restricted Stock: Details of the stock grant including number of shares and grant date
5. Purchase Price and Payment: Terms of payment for the restricted stock, if applicable
6. Vesting Schedule: Detailed vesting terms, conditions, and timeline
7. Transfer Restrictions: Limitations on transfer of unvested and vested shares
8. Forfeiture Provisions: Circumstances under which shares may be forfeited
9. Rights as a Stockholder: Voting rights, dividend rights, and other shareholder privileges
10. Tax Provisions: Tax obligations and responsibilities of both parties
11. Compliance with Laws: Requirements for compliance with Philippine securities and corporate laws
12. Representations and Warranties: Standard declarations by both parties
13. General Provisions: Standard contractual clauses including governing law, notices, amendments
1. Employment Relationship: Required if recipient is an employee, defining relationship between employment and stock grant
2. Foreign Ownership Compliance: Required if recipient is foreign national or entity, addressing ownership restrictions
3. Plan Incorporation: Required if agreement is part of larger equity incentive plan
4. Company Repurchase Rights: Optional provisions for company's right to repurchase shares
5. Lock-up Provisions: Required if additional transfer restrictions apply post-vesting
6. Special Voting Agreements: Optional provisions for specific voting arrangements
7. Drag-Along Rights: Optional provisions for forced sale in case of company transaction
8. Tag-Along Rights: Optional provisions allowing participation in majority shareholder sale
1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and conditions
2. Schedule B - Share Details: Specific information about the restricted shares including class and rights
3. Schedule C - Deed of Assignment: Form for transfer of shares upon vesting
4. Schedule D - Board Resolution: Copy of board approval for the restricted stock grant
5. Schedule E - Stockholder Consent: Required stockholder approvals or waivers
6. Appendix 1 - Tax Election Forms: Required forms for Philippine tax compliance
7. Appendix 2 - Securities Law Compliance: Required forms and disclaimers for securities law compliance
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