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Restricted Stock Grant Agreement for Canada

Restricted Stock Grant Agreement Template for Canada

A comprehensive legal document governed by Canadian law that outlines the terms and conditions under which a company grants restricted stock to an employee or service provider. The agreement details the number of shares granted, vesting schedule, transfer restrictions, and forfeiture conditions. It ensures compliance with Canadian securities laws, provincial employment standards, and federal tax regulations, particularly concerning the timing of taxation and reporting requirements. The document includes provisions for shareholder rights, corporate governance requirements, and necessary tax elections under the Income Tax Act.

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What is a Restricted Stock Grant Agreement?

The Restricted Stock Grant Agreement serves as a formal instrument for companies to provide equity-based compensation to employees and key service providers in Canada. This document is typically used when a company wishes to grant actual shares of stock subject to vesting conditions and transfer restrictions, rather than stock options or other forms of equity compensation. The agreement must comply with various Canadian regulatory frameworks, including provincial securities laws, the Income Tax Act, and relevant corporate legislation. It's commonly used for retention of key employees, alignment of interests with shareholders, and as part of compensation packages for executives and high-value contributors. The document includes critical elements such as vesting schedules, tax implications, shareholder rights, and various protective provisions for both the company and the grantee.

What sections should be included in a Restricted Stock Grant Agreement?

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

2. Background: Context of the agreement, including reference to any equity incentive plan

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Vesting Schedule: Specific vesting terms, timeline, and conditions

6. Transfer Restrictions: Limitations on transfer of unvested and vested shares

7. Forfeiture Provisions: Circumstances under which shares may be forfeited

8. Tax Matters: Tax obligations, withholding requirements, and Section 85.7 election details

9. Representations and Warranties: Statements of fact and promises by both parties

10. Rights as a Shareholder: Voting rights, dividend rights, and other shareholder privileges

11. General Provisions: Standard contractual provisions including governing law, notices, and amendments

What sections are optional to include in a Restricted Stock Grant Agreement?

1. Change of Control Provisions: Special provisions applicable in case of company sale or merger

2. Lock-up Agreement: Additional trading restrictions, typically used for pre-IPO companies

3. Electronic Delivery: Provisions for electronic delivery of documents and notices

4. International Provisions: Special terms for recipients in different jurisdictions

5. Clawback Provisions: Terms allowing company to recoup shares in specific circumstances

6. Market Standoff Agreement: Restrictions on sale during public offering periods

What schedules should be included in a Restricted Stock Grant Agreement?

1. Schedule A - Vesting Details: Detailed breakdown of vesting schedule and milestones

2. Schedule B - Tax Election Forms: Required tax forms including Section 85.7 election form

3. Schedule C - Spousal Consent: Consent form for spouse if required by provincial law

4. Appendix 1 - Notice of Stock Grant: Formal notice detailing the specific grant terms

5. Appendix 2 - Stock Power: Power of attorney for transfer of shares back to company if needed

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Stock Agreement

Cost

Free to use
Relevant legal definitions










Clauses






























Relevant Industries

Technology

Financial Services

Professional Services

Biotechnology

Manufacturing

Energy

Mining

Healthcare

Telecommunications

Software Development

E-commerce

Consulting

Media and Entertainment

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation and Benefits

Shareholder Services

Treasury

Tax

Talent Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Senior Vice President

Vice President

Director

Senior Manager

Legal Counsel

HR Director

Compensation Specialist

Stock Plan Administrator

Corporate Secretary

Executive Assistant

Board Member

Department Head

Key Engineer

Senior Developer

Principal Scientist

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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