Restricted Stock Agreement Template for Australia

1. Change in Control Provisions: Provisions addressing the impact of company ownership changes on vesting and restrictions

2. International Tax Provisions: Additional tax considerations for non-Australian residents or international tax implications

3. Drag-Along Rights: Rights requiring the recipient to sell shares in case of a company sale

4. Tag-Along Rights: Rights allowing the recipient to participate in a sale of shares by major shareholders

5. Employee Share Trust Provisions: Provisions relating to any trust structure used to hold the shares

6. Non-Competition and Non-Solicitation: Restrictive covenants tied to the stock grant

7. Relationship with Employment Agreement: Clarification of how this agreement interacts with existing employment terms

1. Schedule 1 - Share Details: Detailed information about the restricted shares including class, rights, and total number

2. Schedule 2 - Vesting Schedule: Detailed timetable and conditions for vesting of shares

3. Schedule 3 - Shareholder Agreement Terms: Key terms from the company's shareholder agreement that apply to these shares

4. Schedule 4 - Tax Election Forms: Required tax forms and elections under Australian tax law

5. Schedule 5 - Notice of Grant: Formal notice of stock grant including all relevant details

6. Appendix A - Acceptance Form: Form for the recipient to formally accept the grant and its terms

7. Appendix B - Company Constitution Excerpts: Relevant excerpts from the company constitution affecting these shares