The Restricted Share Agreement is a crucial document used by Belgian companies to implement employee share ownership programs and executive compensation schemes. It serves as the primary instrument for granting company shares subject to certain restrictions and vesting conditions, typically as part of long-term incentive plans or retention strategies. The agreement must comply with Belgian corporate law, particularly the Belgian Companies and Associations Code, as well as relevant tax and employment regulations. It outlines specific details about the share grant, including the number and class of shares, vesting schedule, transfer restrictions, and the rights and obligations of both the company and the share recipient. This document is particularly important for companies looking to align employee interests with company performance while maintaining certain controls over share ownership and transfer. The agreement includes provisions for various scenarios such as employment termination, change of control, and compliance with Belgian tax requirements regarding share-based compensation.
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1. Parties: Identification of the company issuing the restricted shares and the recipient (typically an employee or service provider)
2. Background: Context of the restricted share issuance, including reference to any employee incentive plan or corporate resolution authorizing the issuance
3. Definitions: Key terms used throughout the agreement, including 'Restricted Shares', 'Vesting Period', 'Restriction Period', etc.
4. Grant of Restricted Shares: Details of the share grant, including number of shares, class, and nominal value
5. Transfer Restrictions: Restrictions on the transfer, sale, or encumbrance of shares during the restriction period
6. Vesting Schedule: Timeline and conditions for the lifting of restrictions, including any performance conditions
7. Rights During Restriction Period: Shareholder rights (voting, dividends) during the restriction period
8. Termination of Employment: Consequences of employment termination on restricted shares
9. Tax Provisions: Tax obligations and responsibilities of both parties, including any tax withholding requirements
10. Compliance with Laws: Provisions ensuring compliance with Belgian corporate and securities laws
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Performance Conditions: Additional vesting conditions based on individual or company performance metrics
2. Change of Control: Treatment of restricted shares in case of company merger, acquisition, or other change of control
3. Bad Leaver Provisions: Specific consequences for termination due to misconduct or other specified circumstances
4. Drag-Along Rights: Company's right to force the holder to sell shares in certain circumstances
5. Tag-Along Rights: Holder's right to participate in sale of shares by other shareholders
6. International Tax Provisions: Additional tax provisions for recipients subject to multiple tax jurisdictions
7. Company Repurchase Rights: Company's right to repurchase shares under specific circumstances
1. Schedule 1 - Share Details: Detailed description of the restricted shares, including class, rights, and nominal value
2. Schedule 2 - Vesting Schedule: Detailed timeline of vesting dates and proportions
3. Schedule 3 - Shareholder Agreement: Copy or relevant excerpts of the company's shareholder agreement
4. Schedule 4 - Tax Election Forms: Required Belgian tax forms and elections
5. Schedule 5 - Notice of Grant: Formal notice documenting the share grant
6. Schedule 6 - Share Transfer Form: Template for future transfer of shares once restrictions lift
7. Appendix A - Board Resolution: Copy of board resolution authorizing the restricted share issuance
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