The Restricted Stock Purchase Agreement is a crucial document used in Malaysian corporate practice when companies wish to offer shares to employees or key stakeholders while maintaining certain controls over share ownership and transfer. This agreement type is particularly important for companies implementing employee retention strategies or establishing long-term incentive plans. The document must comply with Malaysian legislation, including the Companies Act 2016, Capital Markets and Services Act 2007, and Securities Commission guidelines. It typically includes detailed provisions on share purchase terms, vesting schedules, transfer restrictions, company repurchase rights, and tax considerations. The agreement is commonly used in both private and public companies across Malaysia, serving as a key instrument in corporate governance and employee compensation structures while ensuring regulatory compliance with local securities laws.
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1. Parties: Identification of the Company and the Purchaser(s), including complete legal names and addresses
2. Background: Context of the agreement, including company information and purpose of the restricted stock issuance
3. Definitions: Key terms used throughout the agreement, including 'Restricted Stock', 'Vesting Period', 'Transfer Restrictions', etc.
4. Purchase and Sale: Details of the stock purchase, including number of shares, purchase price, and payment terms
5. Restrictions on Transfer: Specific limitations on the transfer of shares, including lock-up period and transfer conditions
6. Vesting Provisions: Schedule and conditions for vesting of shares, including any performance criteria or time-based vesting
7. Company's Right of First Refusal: Company's rights to purchase shares before they can be sold to third parties
8. Repurchase Rights: Company's rights to repurchase shares under specific circumstances
9. Representations and Warranties: Standard declarations by both parties regarding authority, compliance, and understanding
10. Tax Matters: Tax obligations and responsibilities of both parties under Malaysian tax laws
11. Compliance with Securities Laws: Provisions ensuring compliance with Malaysian securities regulations
12. Termination: Circumstances and procedures for terminating the agreement
13. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Employment Relationship: Required when restricted stock is tied to employment status, defining impact of employment termination
2. Voting Rights: Special provisions regarding voting rights during the restriction period
3. Dividend Rights: Special provisions regarding dividend entitlements during the restriction period
4. Tag-Along Rights: Optional protection for minority shareholders in case of majority share sale
5. Drag-Along Rights: Optional provision forcing minority shareholders to join in sale of company
6. Share Certificates: Required when physical share certificates will be issued, including legend requirements
7. Electronic Transfer Restrictions: Required when shares are held in electronic form through Malaysian central depository
8. Shareholder Agreement Compliance: Required when company has existing shareholder agreement affecting restricted stock
1. Schedule A - Share Details: Detailed information about the restricted shares, including class, number, and price
2. Schedule B - Vesting Schedule: Detailed timeline and conditions for share vesting
3. Schedule C - Notice of Exercise: Form for exercising rights under the agreement
4. Schedule D - Share Transfer Form: Standard form for transfer of shares when permitted
5. Appendix 1 - Board Resolution: Copy of board resolution approving the restricted stock issuance
6. Appendix 2 - Regulatory Approvals: Copies of any required regulatory approvals or filings
7. Appendix 3 - Tax Elections: Forms for any tax elections made by the parties
8. Appendix 4 - Shareholders' Agreement: Reference copy of existing shareholders' agreement, if applicable
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