Restricted Stock Agreement Template for Switzerland

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Key Requirements PROMPT example:

Restricted Stock Agreement

"I need a Swiss-law Restricted Stock Agreement for our new Chief Technology Officer, granting 10,000 shares with a 4-year vesting period starting March 1, 2025, including accelerated vesting provisions in case of a company sale."

Document background
The Restricted Stock Agreement serves as a crucial document in Swiss corporate practice for companies looking to implement equity-based compensation programs. It is commonly used when a company wishes to grant shares to employees, executives, or other service providers while maintaining certain controls over the shares through vesting requirements and transfer restrictions. The agreement must be structured in compliance with Swiss law, particularly the Swiss Code of Obligations and relevant tax regulations. It typically includes detailed provisions on vesting schedules, conditions for share ownership, voting rights, dividend entitlements, and specific transfer restrictions. This document is essential for both privately held and public companies in Switzerland implementing equity incentive plans, and requires careful consideration of corporate, securities, and tax law implications. The agreement helps align the interests of key personnel with those of the company while providing a clear framework for the administration of share-based compensation.
Suggested Sections

1. Parties: Identification of the Company and the Recipient/Grantee

2. Background: Context of the agreement, including corporate authorization for the stock grant

3. Definitions: Key terms used throughout the agreement, including 'Restricted Stock', 'Vesting Period', 'Transfer Restrictions'

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

5. Purchase Price and Payment: Terms of payment if applicable, including payment method and timing

6. Vesting Provisions: Vesting schedule, conditions, and acceleration provisions

7. Transfer Restrictions: Limitations on transfer during the restriction period

8. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges during the restriction period

9. Tax Provisions: Tax obligations, withholding requirements, and reporting responsibilities

10. Termination Provisions: Effects of employment termination on unvested shares

11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices

Optional Sections

1. Change of Control Provisions: Include when company anticipates potential M&A activity

2. International Supplement: Add when recipient is subject to multiple jurisdictions

3. Stock Exchange Compliance: Required for listed companies subject to exchange rules

4. Lockup Provisions: Include for pre-IPO companies or when required by investors

5. Drag-Along Rights: Add when company wants to ensure participant compliance in future sale

6. Tag-Along Rights: Include to give participant right to join in future sale

7. Company Repurchase Rights: Add when company wants option to repurchase shares

8. Non-Competition and Confidentiality: Include when not covered by separate agreements

Suggested Schedules

1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and conditions

2. Schedule B - Share Details: Specific information about the shares including class and rights

3. Schedule C - Shareholders' Agreement: Reference to or extract of relevant shareholders' agreement provisions

4. Appendix 1 - Stock Power Form: Form for transferring shares back to company if required

5. Appendix 2 - Section 83(b) Election Form: For US taxpayers if applicable

6. Appendix 3 - Tax Summary: Overview of tax implications and filing requirements

7. Appendix 4 - Board Resolution: Copy of board approval for the stock grant

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

Pharmaceuticals

Biotechnology

Professional Services

Manufacturing

Consumer Goods

Healthcare

Telecommunications

Energy

Start-ups

Consulting

Relevant Teams

Legal

Human Resources

Finance

Tax

Compensation & Benefits

Corporate Governance

Executive Management

Board of Directors

Compliance

Treasury

Shareholder Services

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

HR Director

Compensation Manager

Corporate Secretary

Board Member

Executive Director

Senior Manager

Department Head

Key Employee

Stock Plan Administrator

Equity Compensation Specialist

Tax Director

Compliance Officer

Legal Counsel

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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