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Restricted Stock Agreement Template for Austria

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Key Requirements PROMPT example:

Restricted Stock Agreement

"Need a Restricted Stock Agreement for our Austrian GmbH to grant 1,000 shares to our new CTO, with 4-year vesting starting March 1, 2025, and accelerated vesting provisions in case of company sale."

Document background
The Restricted Stock Agreement is a fundamental document used by Austrian companies (both AGs and GmbHs) to grant equity compensation to employees, directors, or contractors while maintaining certain controls over share ownership. This agreement is particularly relevant in contexts where companies wish to incentivize long-term commitment and align recipient interests with company success. The document details the specific terms of the stock grant, including vesting schedules, transfer restrictions, and forfeiture conditions, while ensuring compliance with Austrian corporate law, securities regulations, and tax requirements. It's commonly used in startup environments, established companies' executive compensation packages, and employee incentive programs. The agreement must be structured to comply with Austrian corporate law requirements, particularly the Stock Corporation Act (Aktiengesetz) or the Limited Liability Companies Act (GmbH-Gesetz), depending on the company's legal form.
Suggested Sections

1. Parties: Identification of the company issuing the restricted stock and the recipient (employee/contractor)

2. Background: Context of the agreement, including the company's stock incentive plan (if any) and purpose of the grant

3. Definitions: Key terms used throughout the agreement, including 'Restricted Stock', 'Vesting Date', 'Cause', etc.

4. Grant of Restricted Stock: Details of the stock grant, including number of shares, par value, and grant date

5. Purchase Price: Amount (if any) to be paid for the shares and payment terms

6. Vesting Schedule: Timing and conditions for the lifting of restrictions on the shares

7. Restrictions on Transfer: Limitations on selling, transferring, or encumbering the shares during the restricted period

8. Forfeiture Conditions: Circumstances under which unvested shares may be forfeited

9. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges during the restricted period

10. Tax Provisions: Tax obligations and responsibilities of both parties, including withholding requirements

11. Administration: Details about how the restricted stock program will be administered

12. Governing Law and Jurisdiction: Specification of Austrian law as governing law and competent courts

13. Miscellaneous: Standard provisions including entirety of agreement, amendments, notices, and severability

Optional Sections

1. Employment Relationship: Section clarifying that the agreement does not constitute an employment contract - used when recipient is not already an employee

2. Change of Control Provisions: Accelerated vesting or special provisions in case of company sale or merger - relevant for companies considering M&A

3. Stock Split Provisions: Adjustments in case of stock splits or similar corporate actions - particularly important for growing companies

4. Drag-Along Rights: Obligation to sell shares in case of company sale - relevant for private companies

5. Tag-Along Rights: Right to participate in sale of shares by majority shareholders - relevant for private companies

6. Company Repurchase Rights: Company's right to repurchase vested shares - typically used in private companies

7. Non-Competition and Confidentiality: Additional restrictive covenants - used when not covered in separate agreements

8. Data Protection Provisions: Detailed GDPR compliance terms - required if not covered in other company documents

Suggested Schedules

1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates and corresponding share numbers

2. Schedule 2 - Share Details: Specific information about the shares including class, rights, and any special conditions

3. Schedule 3 - Spousal Consent: Consent form for spouse/registered partner if required under Austrian law

4. Schedule 4 - Tax Elections: Forms and information for making relevant tax elections

5. Appendix A - Copy of Stock Plan: If grant is made under a general employee stock plan, full plan document

6. Appendix B - Shareholders' Agreement: Reference to or extract of relevant shareholders' agreement provisions

7. Appendix C - Share Transfer Form: Template form for executing share transfers

8. Appendix D - Section 83(b) Election Form: If applicable for recipients subject to US taxation

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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