Documents the purchase of shares of Common Stock subject to vesting and repurchase rights held by the company. Typically used for employee or advisor equity grants where shares are issued at grant date and vest over time.
The Restricted Stock Purchase Agreement is a ready-to-use finance & investment template you can send for signature in minutes. It is written for 2 signers (company and purchaser) and, by default, expires 30 days after it is sent if left unsigned. It covers restricted stock, equity, repurchase right, vesting. Like every Abundera Sign template it is a convenience draft structured for ESIGN Act and UETA compliance, not a substitute for legal advice. Each signed copy is sealed with PAdES-LTA digital signatures, dual RFC 3161 timestamps, and a tamper-evident evidence package in WORM storage.
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# Restricted Stock Purchase Agreement This Restricted Stock Purchase Agreement (this "Agreement") is entered into as of ___________ between ___________ (the "Company"), a ___________ corporation, and ___________ ("Purchaser"). ## 1. Purchase and Sale of Shares Subject to the terms and conditions of this Agreement and the Company's ___________ (the "Plan"), the Company hereby sells to Purchaser, and Purchaser hereby purchases from the Company, ___________ shares of the Company's Common Stock (the "Shares") at a purchase price of ___________ per share (the "Purchase Price"), for a total consideration of ___________. Purchaser acknowledges that the Purchase Price represents the fair market value of the Shares on the date of this Agreement as determined by the Company's Board of Directors in good faith, consistent with Section 409A of the Code where applicable. ### 1.1 Payment Purchaser shall pay the total Purchase Price by: ___________ Payment is due concurrently with execution of this Agreement. ## 2. Restricted Shares; Repurchase Right ### 2.1 Unvested Shares The Shares shall initially be "Unvested Shares" subject to the Company's Repurchase Right (defined below). The Shares shall become "Vested Shares" in accordance with the vesting schedule set forth in Section 3. ### 2.2 Repurchase Right The Company shall have an irrevocable option (the "Repurchase Right") to repurchase some or all of the Unvested Shares upon the termination of Purchaser's service with the Company for any reason (including death or Disability) at the lower of (i) the original Purchase Price per share or (ii) the fair market value per share at the time of repurchase (the "Repurchase Price"). The Repurchase Right shall be exercised by written notice delivered to Purchaser or Purchaser's estate within sixty (60) days following such termination. ### 2.3 Automatic Lapse The Company's Repurchase Right shall lapse as to Vested Shares in accordance with the vesting schedule in Section 3 and shall expire in its entirety upon the occurrence of a Change in Control (as defined in the Plan) unless the Plan or a separate agreement provides otherwise. ## 3. Vesting Schedule Subject to Purchaser's continued employment or service with the Company or any affiliate ("Continuous Service") and the terms of this Agreement: - **Cliff:** Twenty-five percent (25%) of the Shares shall vest on the date that is twelve (12) months after ___________ (the "Vesting Commencement Date"). - **Monthly Vesting:** The remaining seventy-five percent (75%) of the Shares shall vest in equal monthly installments over the following thirty-six (36) months (i.e., 1/48th of total Shares per month of Continuous Service after the cliff). Total vesting period: ___________ months. No fractional shares shall vest in any single month.