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Restricted Stock Purchase Agreement

Restricted Stock Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Restricted Stock Purchase Agreement

"I need a Restricted Stock Purchase Agreement under Irish law for our tech startup to issue 10,000 restricted shares to our new CTO, with a 4-year vesting schedule starting March 1, 2025, and including accelerated vesting provisions in case of a company sale."

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Document background
The Restricted Stock Purchase Agreement is commonly used by Irish companies as part of their equity compensation strategy or when implementing investment structures. This document is essential when a company wishes to issue shares to employees, executives, or investors while maintaining certain restrictions on ownership and transfer. It is particularly relevant for startups and growing companies that want to attract and retain talent through equity incentives. The agreement must comply with Irish corporate law, particularly the Companies Act 2014, and address tax implications under Irish legislation. Key components include purchase terms, vesting conditions, transfer restrictions, and mechanisms for share forfeiture or repurchase. The document helps protect the company's interests while providing clarity to purchasers regarding their rights and obligations.
Suggested Sections

1. Parties: Identifies the company issuing the restricted stock and the purchaser(s)

2. Background: Sets out the context of the agreement, including the company's share capital structure and the purpose of the restricted stock issuance

3. Definitions: Defines key terms used throughout the agreement, including 'Restricted Stock', 'Vesting Period', 'Fair Market Value', etc.

4. Purchase and Sale of Shares: Details the number of shares being purchased, purchase price, and payment terms

5. Vesting Schedule: Specifies the vesting timeline and conditions for the restricted stock

6. Transfer Restrictions: Outlines restrictions on transferring the shares during the vesting period and any applicable lock-up provisions

7. Forfeiture Provisions: Details circumstances under which unvested shares may be forfeited and the process for such forfeiture

8. Company's Right of First Refusal: Sets out the company's rights to repurchase shares before they can be sold to third parties

9. Representations and Warranties: Contains standard representations from both the company and the purchaser

10. Tax Matters: Addresses tax implications and responsibilities related to the restricted stock

11. Compliance with Laws: Ensures compliance with relevant Irish corporate and securities laws

12. Notices: Specifies how formal communications between parties should be made

13. General Provisions: Contains standard boilerplate provisions including governing law, amendments, and entire agreement

Optional Sections

1. Employment Relationship: Include when the purchaser is an employee, defining the relationship between employment and stock vesting

2. Shareholders' Agreement Compliance: Include when there's an existing shareholders' agreement that affects the restricted stock

3. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in the sale of the company

4. Tag-Along Rights: Include when minority shareholders should have the right to join in any sale by majority shareholders

5. Share Certificate Legends: Include when physical share certificates will be issued, specifying required restrictive legends

6. Voting Rights: Include when specific voting rights or restrictions need to be defined for the restricted stock

7. Dividend Rights: Include when specific provisions regarding dividend rights during the vesting period are needed

8. Change of Control Provisions: Include when acceleration or special provisions apply in case of a company sale or merger

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the restricted shares including class, nominal value, and share numbers

2. Schedule 2 - Vesting Schedule: Detailed breakdown of the vesting timeline and milestones

3. Schedule 3 - Deed of Adherence: Form of deed to be signed by purchaser adhering to company's existing shareholders' agreement

4. Schedule 4 - Section 431 Election: Tax election form (if applicable under Irish tax law)

5. Schedule 5 - Board Resolutions: Copy of board resolutions approving the share issuance

6. Schedule 6 - Spousal Consent: Form of spousal consent if required under Irish law

7. Appendix A - Share Transfer Form: Standard form for transferring shares back to company in case of forfeiture

8. Appendix B - Fair Market Value Calculation: Methodology for calculating fair market value of shares for various purposes under the agreement

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Board
Business Day
Change of Control
Companies Act
Company
Company Secretary
Constitution
Directors
Effective Date
Encumbrance
Fair Market Value
Forfeiture Event
Fully Vested Shares
Good Leaver
Group
holding company
Irish GAAP
Market Price
Notice
Parties
Purchase Price
Purchaser
Restricted Period
Restricted Shares
Revenue Commissioners
Sale
Shareholders' Agreement
Shares
subsidiary
Tax
Transfer
Unvested Shares
Vested Shares
Vesting Commencement Date
Vesting Period
Vesting Schedule
Working Hours
Clauses
Purchase and Sale
Payment Terms
Share Issuance
Vesting Conditions
Transfer Restrictions
Forfeiture
Right of First Refusal
Repurchase Rights
Drag-Along Rights
Tag-Along Rights
Voting Rights
Dividend Rights
Representations and Warranties
Tax Matters
Compliance with Laws
Share Certificates
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Employment Relationship
Termination
Change of Control
Company's Obligations
Purchaser's Obligations
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Costs
Further Assurance
Relevant Industries

Technology

Financial Services

Professional Services

Biotechnology

Healthcare

Manufacturing

Software Development

Consulting

E-commerce

Media and Entertainment

Clean Technology

Telecommunications

Real Estate

Education Technology

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation & Benefits

Corporate Development

Investment

Administrative

Relevant Roles

CEO

CFO

General Counsel

HR Director

Chief People Officer

Company Secretary

Financial Controller

Legal Counsel

HR Manager

Compensation Manager

Board Member

Executive Director

Chief Operating Officer

Equity Compensation Specialist

Corporate Attorney

Investment Manager

Startup Founder

Managing Director

Industries
Companies Act 2014: Primary legislation governing company law in Ireland, including share capital, share transfers, and shareholder rights. Particularly relevant sections include Part 4 (Corporate Governance) and Part 17 (Share Capital).
Taxes Consolidation Act 1997: Covers taxation of share-based remuneration, including treatment of restricted stock, capital gains implications, and relevant tax relief provisions.
Employment Equality Acts 1998-2015: Ensures the stock purchase agreement doesn't inadvertently discriminate against employees and complies with equality legislation.
General Data Protection Regulation (GDPR) and Data Protection Act 2018: Governs the processing of personal data involved in the agreement, including shareholder information and record-keeping requirements.
Investment Funds, Companies and Miscellaneous Provisions Act 2005: Contains provisions relevant to securities law and financial instruments, which may apply to restricted stock arrangements.
Central Bank (Supervision and Enforcement) Act 2013: May be relevant if the restricted stock arrangement falls within financial services regulatory scope.
Finance Act (Current Year): Annual legislation that may contain specific provisions affecting the taxation of restricted stock and share-based remuneration.
Stock Exchange Act 1995: Relevant if the company is or plans to be listed, affecting how restricted stock can be issued and transferred.
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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