Issuance of Restricted Stock
This is stock purchase agreement under a
company’s restricted stock plan. The agreement
provides for issuance of restricted stock to a
company employee subject to the terms of the
restricted stock plan for a purchase price. It calls
for a portion of the stock to be vested and a portion
to be unvested, vesting over time
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND
COMPLETENESS. They are for guidance and should be modified to meet your needs and the
laws of your state. Use at your own risk. Docstoc and anyone who participated in providing or
Inc. registered document creating or entering
© Copyright 2011 Docstoc modifying any form is notproprietary, copy not into an Attorney-Client relationship. Docstoc
1
does not provide legal advice. The information and forms are not a substitute for the advice of
your own attorney.
STOCK PURCHASE AGREEMENT UNDER THE RESTRICTED STOCK PLAN
THIS STOCK PURCHASE AGREEMENT UNDER THE RESTRICTED STOCK PLAN (the
“Agreement”) made as of ___________ [Instruction: Insert Date], by and between
___________ [Instruction: Insert Name of Company], ___________ [Instruction: Insert
Address] (“Company”), and ___________ [Instruction: Insert Name Purchaser],
___________ [Instruction: Insert Address] (“Purchaser”).
WHEREAS, Purchaser desires to purchase certain shares of Company’s restricted stock pursuant
to Company’s Restricted Stock Plan (the “Plan”);
WHEREAS, Company, subject to the terms and conditions contained herein and the Plan, desires
to issue and sell said shares to Purchaser.
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:
1. Issuance and Purchase of Stock. Company hereby agrees to issue and sell to Purchaser, and
Purchaser hereby agrees to purchase from the Company, ___________ (____) [Instruction:
Insert Amount] shares of the Company’s common stock (the “Shares”), at an aggregate
purchase price of ___________ Dollars ($____) (the “Purchase Price”) [Instruction: Insert
Amount]. Purchaser agrees to promptly delivery to Company: (A) the entire Purchase Price in
cash, or (B) a promissory note, in form and substance approved by Company, executed by
Purchaser and made out to the Company, with the Purchase Price as the principal and interest
accruing at the legal rate. In connection with Purchaser’s obligations under such note, Purchaser
shall also execute and deliver to the Company a pledge agreement in form and substance
approved by Company, granting the Company a security interest in the pledged collateral.
2. Shares Subject to the Plan. This Agreement and the Shares issued to Purchaser hereunder,
will be subject to the terms and conditions of the Plan, a copy of which is attached hereto as
Exhibit “A” and incorporated herein. Where the provisions of this Agreement and of the Plan
are inconsistent on any matter, this Agreement will govern; and where this Agreement is silent
on a matter provided for in the Plan, the Plan will govern. Capitalized terms not specifically
defined in this Agreement will have the meaning ascribed to them in the Plan. As used herein,
the term “Shares” refers to and includes the shares issued to Purchaser pursuant to this
Agreement, and to all securities received in addition thereto or in replacement thereof, pursuant
to or in consequence of any stock dividend, stock split, recapitalization, merger, reorganization,
exchange of shares or other similar event.
3. Restrictions as to the Shares. Purchaser understands that the Plan includes important terms
and conditions that apply to this Agreement and to the Shares, including (without limitation)
important restrictions on the ability of Purchaser to transfer the Shares. PURCHASER
ACKNOWLEDGES THAT HE OR SHE HAS READ THE PLAN, AGREES TO BE BOUND
BY ITS TERMS, AND MAKES EACH OF THE REPRESENTATIONS REQUIRED TO BE
MADE BY PURCHASER UNDER IT. Without limitation, the Plan includes the following
restrictions:
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2
A. As of the date of this Agreement, ___________ percent (____%) [Instruction: Insert
Percentage] of the Shares will be deemed “Vested” and the remaining ___________ percent
(____%) [Instruction: Insert Percentage] of the Shares will be deemed “Unvested.” Subject to
the provisions of the Plan, an additional ___________ percent (____%) [Instruction: Insert
Percentage] of the Shares will become Vested (and will no longer be deemed Unvested) as of
each of the first ___________ (____) [Instruction: Insert Number, example: 4] anniversaries
of the date hereof. Company will have the right to purchase Unvested Shares in the event of the
termination, for any reason, of Purchaser’s employment by the Company as an employee,
consultant, independent contractor or director of the Company, as provided in the Plan.
B. Except as otherwise expressly provided in this Agreement, Purchaser will have all of the
rights and privileges of a stockholder of the Company with respect to Vested and Unvested
Shares, including the right to vote the Vested and Unvested Shares, while the same are held in
escrow.
C. Purchaser will not transfer any of the Shares except as provided in the Plan.
4. Employment Status. Nothing contained herein or in the Plan will confer upon Purchaser any
right with respect to the continuation of Purchaser’s status as an employee, consultant,
independent contractor or director of the Company (or its subsidiaries) or interfere with the right
of the Company at any time to terminate Purchaser’s employment by or service to the Company
or to alter Purchaser’s rate of compensation in effect as of the date of this Agreement.
5. Specific Performance. It is the intention of the parties that under those circumstances set
forth herein or under the Plan, in the event that Company chooses to exercise its rights to
repurchase the Shares, the Company will be entitled to receive such Shares in order to have the
same available for future issuance without dilution of the holdings of other shareholders of the
Company. Purchaser and the Company hereby acknowledge and agree that money damages will
be inadequate to compensate the Company and its shareholders if such a repurchase is not
completed as contemplated hereunder and that the Company shall, in such case, be entitled to a
decree of specific performance of the terms hereof or to an injunction restraining Purchaser from
violating this Agreement, in addition to any other remedies that may be available to the
Company in equity or at law.
6. Miscellaneous.
A. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.
B. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3
C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.
D. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Company may assign any or all of
Company’s rights and/or obligations hereunder to any assignee, licensee or designee of
Company, and all succeeding assignees, licensees or designees. Purchaser may not assign any of
Purchaser’s rights and/or obligations hereunder without Company’s prior written consent.
E. The waiver by either party of a breach or violation of any provision of this Agreement
shall not constitute a waiver of any subsequent or other breach or violation.
F. This Agreement shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.
COMPANY:
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
PURCHASER:
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4