This is an agreement between an employee and a company whereby the company
offers the employee restricted stock as incentive to stay with the company. This
agreement grants the employee restricted stock that cannot be transferred or sold until
the stocks vest at a future date. Once the stocks vest, the employee can sell, transfer,
or encumber the stock in any fashion. This agreement should be used by small
businesses or other entities that want to offer a valuable employee restricted stock as
incentive to stay with the company.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement is made effective as of _____________ [Comment: insert
date] by and between ________________, a ______________ [Comment: insert state]
corporation (hereinafter referred to as the "Employer"), and _________, an employee of the
Employer (hereinafter referred to as the "Employee").
WHEREAS, the Employer's Board of Directors (the "BoD"), has determined in the best interest
of the Employer and its shareholders to grant the Restricted Stock provided for herein to the
Employee as an inducement to remain in the service of the Employer or its Subsidiary.
In exchange for certain consideration, the receipt and sufficiency of which is hereby
acknowledged, parties have entered into this Agreement with respect to the grant of shares of
common stock of the Company to the Employee with restrictions on disposition.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants of the parties
contained herein, it is hereby agreed as follows:
1. GRANT OF RESTRICTED STOCK.
In consideration of the Employee's agreement to remain services of the Employer or its
Subsidiary and for other good and valuable consideration, the value of which exceeds the par
value of the Restricted Stock, on the date hereof the Employer grants to the Employee _____
__________ [Comment: insert any number◊] shares of its common stock $0.01 par value (the
"Restricted Stock"), upon the terms and conditions set forth in this Agreement.
2. TERMS OF RESTRICTED STOCK.
A. Restrictions on Transfer: The Employee must not sell, assign, transfer, pledge,
hypothecate, mortgage or otherwise dispose of, by gift or otherwise, or in any way
encumber all or any of the Restricted Stock until such time as the Restricted Stock
becomes vested pursuant to the provisions of this Agreement.
B. Vesting of Restricted Stock: ____% [Comment: insert any number◊] of the shares
granted hereunder shall vest on _______________ and the remaining ____% [Comment:
insert any number◊] of the shares granted hereunder shall vest on
C. Forfeiture of Restricted Stock: Until the Restricted Stock is vested in accordance with
this Agreement, the Restricted Stock shall be subjected to forfeiture to the Employer
immediately upon a termination of employment for any reason.
D. Escrow: The Secretary of the Employer shall retain physical custody of the certificates
representing the Restricted Stock until all of the restrictions imposed pursuant to this
Agreement expire or shall have been removed.
3. CHANGE OF CONTROL.
In the event of an acquisition of the Employer, all shares of restricted stock issued hereunder
shall become immediately vested, provided it has not been forfeited pursuant to Section
“Forfeiture of Restricted Stock” hereof prior to the Acquisition.
A. Notices. Any notice, correspondence or payment required or permitted to be given or
made hereunder shall be deemed to have been duly given or made when personally
delivered to Employee or to Company, or, if mailed, postage prepaid, registered or
certified mail, to Employee at _____________________________________, and to the
Company at ____________________________________________________, or at such
other address as may be designated in writing by either party to the other, said notice,
correspondence and/or payment, if mailed, being deemed to have been duly given as of
the date so mailed.
B. I.R.S. Election. The Employee hereby agrees to delivery to the Employer a signed copy
of any documents such Employee may execute and file with the Internal Revenue Service
evidencing an election under Section 83(b) of the Internal Revenue Code of 1954 as
amended (the "Code"). The Employee shall deliver the copy of any such document to the
Employer within five (5) [Comment: insert any number◊] days after the date on which
any such election is required to be made in accordance with the appropriate provisions of
the Code and applicable regulations thereunder.
This Agreement is entered into in consideration of the personal qualities of Employee and may
not be, nor may any right or interest hereunder be, assigned by him without the prior written
consent of the Company.
6. ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS.
This Agreement constitutes the full and entire understanding and agreement between the parties
with respect to the subject matter hereof, and any other written or oral agreement relating to the