Stock Purchase and Vesting Agreement

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									Stock Purchase and Vesting
Agreement
This Stock Purchase and Vesting Agreement is between a company and an employee
that wants to purchase company stocks. This agreement is subject to a vesting
schedule and the company can elect to re-purchase the shares upon the employee’s
termination. Customize the information of the parties, the number of shares, the
purchase price, the vesting schedule, and more. This agreement is ideal for individuals
or small businesses that want to purchase or sell stocks in a specific company.
                  STOCK PURCHASE AND VESTING AGREEMENT

THIS STOCK PURCHASE AND VESTING AGREEMENT (hereinafter referred to as the
“Agreement”) is hereby made and entered as of ______________________ [Instructions: Insert
the date of this agreement] by and between __________________________ [Instructions:
Insert the Company’s name] (hereinafter referred to as the “Company”), of
_________________________________________ [Instructions: Insert the Company’s
address] and __________________________ [Instructions: Insert the Purchaser’s name]
(hereinafter        referred       to          as       the       “Purchaser”),         of
_________________________________________. [Instructions: Insert the Purchaser’s
address]

WHEREAS, Purchaser is an employee of the Company; and

WHEREAS, the Company desires to sell shares of its Common Stock to Purchaser, on the terms
and conditions set forth herein.

NOW, THEREFORE, in exchange of the mutual considerations and promises exchanged
herein, the parties agree as follows:

1. PURCHASE AND SALE OF STOCK

The Company hereby sells to Purchaser, and Purchaser hereby purchases from the Company,
____________ [Instructions: Insert the total number of shares Purchaser will acquire]
shares of the Company’s Common Stock (hereinafter referred to as the “Shares”) at a price of
$____ [Instructions: Insert the price per share] per share, for an aggregate purchase price of
$____. [Instructions: Insert the total purchase price]

2. INVESTMENT INTENT

Purchaser warrants and represents to the Company that he is acquiring the Shares for investment
and not with a view to or for sale in connection with any distribution of said Shares or with any
present intention of distributing or selling said Shares, and he does not presently have reason to
anticipate any change in circumstances or any particular occasion or event which would cause
him to sell said Shares. In purchasing the Shares, Purchaser acknowledges and represents that
Purchaser has had an opportunity to discuss the business prospects and business plan of the
Company with the officers and directors of the Company. Purchaser further acknowledges that
the Shares are highly speculative and involve a high degree of risk, and that the Shares have not
been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise
disposed of except pursuant to an effective Registration Statement filed under the Act or
pursuant to an exemption from said Act.

3. REPURCHASE OPTION

3.1  An aggregate of _______________ [Instructions: Insert the number of shares
Company will have the right to repurchase] of the Shares (the “Vesting Shares”) shall be


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subject to the right and option of the Company to repurchase (“Purchase Option”) as set forth in
this Section 3. In the event Purchaser shall cease to be employed by the Company (including a
parent or subsidiary of the Company) for any reason, or no reason, with or without cause,
including death, disability or involuntary termination of such consulting relationship
(“Termination”), the Purchase Option shall come into effect. Following a Termination, the
Company shall have the right, as provided in Section 3.2 hereof, to purchase from the Purchaser
or his personal representative, as the case may be, at the purchase price per share originally paid
as set forth in paragraph 1 hereof (“Option Price”), the number of Shares determined in
accordance with the following schedule:

If Termination Occurs Between                                    Vesting Shares Subject to Option

______________ and ____________ (dates)                          ___________ (Number of shares)
______________ and ____________ (dates)                          ___________ (Number of shares)
______________ and ____________ (dates)                          ___________ (Number of shares)

3.2      Within ___ [Instructions: Insert the number of days after termination Company will
notify the Purchaser of intent to re-purchase] days following Termination, the Company shall
notify Purchaser in writing as to whether it wishes to purchase the Vesting Shares pursuant to
exercise of the Purchase Option. If the Company (or its assignee) elects to purchase the Vesting
Shares hereunder, it shall set a date for the closing of the transaction at a place specified by the
Company not later than 15 days from the date of such notice. At such closing, the Company (or
its assignee) shall tender payment for the Shares, and Purchaser shall surrender the certificate or
certificates representing the Vesting Shares so purchased. Purchaser hereby authorizes and
directs the Secretary or Transfer Agent of the Company to transfer the Vesting Shares as to
which the Purchase Option has been exercised from Purchaser to the Company (or its assignee).

4. STOCK SPLITS

If, from time to time during the term of this Agreement, (i) there is any stock dividend or
liquidating dividend of cash and/or property, stock split or other change in the character or
amount of any of the outstanding securities of the Company; or (ii) there is any consolidation,
merger or sale of all, or substantially all, of the assets of the Company, then, in such event, any
and all new, substituted or additional securities or other property to which Purchaser is entitled
by reason of his ownership of Shares shall be immediately subject to this Agreement and be
included in the word "Vesting Shares" for all purposes with the same force and effect as the
shares of Vesting Shares presently subject to this Agreement. While the total Option Price shall
remain the same after each such event, the Option Price per share upon execution of the Purchase
Option shall be appropriately adjusted.

5. RESTRICTION ON TRANSFER

Purchaser shall not sell, transfer, pledge, hypothecate or otherwise dispose of any of the Vesting
Shares which remain subject to the Purchase Option. The Company shall not be required (i) to
transfer on its books any Shares which shall have been sold or transferred in violation of any of
the provisions set forth in this Agreement, or (ii) to treat as owner of such Shares or to accord the



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right to vote as such owner or to pay dividends to any transferee to whom such Shares shall have
been so transferred.

6. LEGENDS

All certificates representing the Vesting Shares shall have endorsed thereon the following
legends:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN
AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, A
COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933.”

7. MISCELLANEOUS

7.1    Subject to the provisions hereof, Purchaser shall, during the term of this Agreement,
exercise all rights and privileges of a shareholder of the Company with respect to the Shares so
deposited.

7.2    Nothing in this Agreement shall, by implication or otherwise, affect in any manner
whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to
terminate Purchaser’s employment relationship at any time, for any reason, with or without
cause.

7.3    The terms and conditions of this Agreement will inure to the benefit of and be binding
upon the respective successors and permitted assigns of the parties.

7.4    This Agreement may be executed in two or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument.

7.5      This Agreement, together with all exhibits and schedules hereto, constitutes the entire
agreement and understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or
obligations between the parties with respect to the subject matter hereof.

7.6     The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of ________________________________ [Instructions:
Insert the state’s laws that will govern this agreement] without regard to the conflicts of laws
principles thereof.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.


COMPANY


_____________________________________
Authorized Signatory


PURCHASER


_____________________________________




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