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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."
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
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
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
Technology
Financial Services
Professional Services
Manufacturing
Biotechnology
Healthcare
Telecommunications
Energy
Real Estate
Consumer Goods
Media and Entertainment
Software and IT
Consulting
Legal
Human Resources
Finance
Tax
Corporate Secretariat
Executive Management
Compensation and Benefits
Compliance
Treasury
Share Registry
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
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