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Restricted Share Agreement Template for Austria

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Key Requirements PROMPT example:

Restricted Share Agreement

"Need a Restricted Share Agreement under Austrian law for our tech startup to grant shares to 5 senior developers, with a 4-year vesting period starting March 2025 and standard good/bad leaver provisions."

Document background
The Restricted Share Agreement is a fundamental document used by Austrian companies to implement share-based compensation programs and maintain control over company ownership. It is particularly relevant when companies wish to incentivize and retain key employees while ensuring their long-term commitment through share ownership restrictions. The agreement details the terms of share grants, including vesting periods, transfer limitations, and conditions for share forfeiture or repurchase. Typically used in private companies, startups, and growth-stage businesses, this document must comply with Austrian corporate law requirements, securities regulations, and tax legislation. The agreement is essential for protecting company interests while offering employees the opportunity to build equity ownership over time.
Suggested Sections

1. Parties: Identification of the company issuing the restricted shares and the recipient shareholder

2. Background: Context of the agreement, including the company's share capital structure and purpose of the restricted share issuance

3. Definitions: Key terms used throughout the agreement

4. Grant of Restricted Shares: Details of the share grant, including number of shares, class, and nominal value

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

6. Transfer Restrictions: Limitations on transfer of shares during the restriction period

7. Rights and Obligations: Shareholder rights and obligations during the restriction period

8. Termination Provisions: Consequences of employment termination or other trigger events

9. Company's Right of Repurchase: Terms under which the company may repurchase unvested or restricted shares

10. Tax Provisions: Tax obligations and responsibilities of both parties

11. Representations and Warranties: Standard declarations by both parties

12. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction

13. Notices: Communication requirements and contact details

14. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement

Optional Sections

1. Lock-up Period: Additional holding period restrictions, used when required by investors or company policy

2. Tag-Along Rights: Right to join in sale of shares, included when minority shareholder protection is needed

3. Drag-Along Rights: Obligation to join in sale of shares, included when majority shareholder protection is needed

4. Voting Rights Restrictions: Specific limitations on voting rights during restriction period, used when voting control is a concern

5. Non-Competition and Confidentiality: Additional restrictions on shareholder activities, included for key employees or management

6. Performance Conditions: Specific performance targets linked to vesting, used in performance-based arrangements

7. Bad Leaver Provisions: Detailed consequences for termination due to misconduct, used for senior employees or management

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the restricted shares including class, rights, and nominal value

2. Schedule 2 - Vesting Schedule: Detailed timetable and conditions for share vesting

3. Schedule 3 - Valuation Methodology: Method for determining share value for repurchase purposes

4. Schedule 4 - Shareholders' Agreement Extract: Relevant provisions from the company's shareholders' agreement

5. Appendix A - Share Certificate Template: Form of share certificate with restriction annotations

6. Appendix B - Notice of Exercise Form: Template for exercising rights or providing required notices

7. Appendix C - Tax Election Forms: Required tax forms and elections under Austrian law

Authors

Alex Denne

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

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Relevant Industries

Technology

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Biotechnology

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Relevant Teams

Legal

Human Resources

Finance

Tax

Corporate Secretariat

Executive Management

Compensation and Benefits

Compliance

Treasury

Share Registry

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Human Resources Director

Compensation Manager

Corporate Secretary

Legal Counsel

Tax Manager

Equity Compensation Specialist

Board Member

Executive Director

Senior Manager

Department Head

Key Employee

Stock Plan Administrator

Industries








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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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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