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1. Parties: Identification of the company and the employee receiving the stock grant
2. Background: Context of the agreement, including reference to employment relationship and stock plan
3. Definitions: Key terms used throughout the agreement including 'Shares', 'Vesting Date', 'Grant Date', etc.
4. Grant of Shares: Details of the shares being granted, including number of shares and grant date
5. Vesting Schedule: Timing and conditions for share vesting
6. Rights and Restrictions: Shareholder rights, voting rights, and any transfer restrictions
7. Tax Obligations: Tax responsibilities and withholding requirements
8. Termination Provisions: Impact of employment termination on unvested shares
9. Compliance with Laws: Adherence to Hong Kong securities laws and regulations
10. Confidentiality: Non-disclosure obligations regarding the agreement terms
11. General Provisions: Standard clauses including governing law, amendments, and notices
1. Clawback Provisions: Used when company policy requires potential return of shares under specific circumstances
2. Lock-up Period: Include when there are post-vesting transfer restrictions
3. Change of Control: Include for listed companies or when specific provisions apply during corporate restructuring
4. Non-Competition: Used when additional restrictive covenants are tied to the grant
5. International Provisions: Include when employee may relocate or when company operates across multiple jurisdictions
6. Share Adjustment Provisions: Include for listed companies to address stock splits or similar corporate actions
1. Schedule 1 - Grant Notice: Specific details of grant including number of shares, grant date, and vesting schedule
2. Schedule 2 - Vesting Table: Detailed breakdown of vesting dates and quantities
3. Schedule 3 - Shareholders' Agreement: Key provisions from company's shareholders' agreement applicable to granted shares
4. Appendix A - Tax Summary: Summary of tax implications and filing requirements
5. Appendix B - Consent Forms: Required regulatory or corporate consents and acknowledgments
6. Appendix C - Share Plan Terms: Reference to or extract from the company's equity incentive plan
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