19-221 19-221 . . . Restricted Stock Purchase Agreement under which (a) officers were given right to purchase shares of common stock at market price of shares on date of Agreements, (b) purchase price of shares is to be paid by four full-recourse promissory notes bearing interest at 9% with up to 1/2 of annual interest deferred until specified date, (c) 25% of shares vest cumulatively on 1st, 2nd, 3rd and 4th anniversaries of date of grant (or earlier in event of change in control) and (d) if purchaser ceases to be an employee, corporation has right to repurchase unvested portion of purchaser's shares at original purchase price plus interest paid on notes covering such shares
Title: Washington Sample Restricted Stock Purchase Agreement: Comprehensive Guide between Intermark, Inc. and Purchasers Introduction: In this article, we will provide a comprehensive overview of a Washington Sample Restricted Stock Purchase Agreement between Intermark, Inc. (the "Company") and its purchasers. This agreement governs the process by which purchasers can acquire restricted stock in the Company, including the terms, conditions, and restrictions attached to the shares. It is important to note that there may be different variations or types of Washington Sample Restricted Stock Purchase Agreements, each tailored to the specific needs and circumstances of the parties involved. Key Elements of a Washington Sample Restricted Stock Purchase Agreement: 1. Parties: The agreement will identify the Company (Intermark, Inc.) as the issuing entity and the purchasers who are acquiring the restricted stock. 2. Consideration: The agreement will outline the consideration given by the purchasers in exchange for the restricted stock, which typically includes cash payment or other agreed-upon forms of consideration. 3. Stock Restrictions: The agreement will detail the specific restrictions placed on the purchased stock, such as limitations on transfer, resale, or forfeiture conditions. These restrictions are usually designed to align the interests of the purchasers with the long-term success of the Company. 4. Vesting Schedule: The agreement will establish a vesting schedule that outlines the timeframe in which the purchasers become entitled to the full ownership of the restricted stock. This motivates purchasers to remain involved with the Company for a certain period. 5. Rights and Privileges: The agreement will outline any rights and privileges that come with owning the restricted stock, such as the ability to vote on certain matters, receive dividends, or participate in stock splits and conversions. 6. Termination Provisions: The agreement will include provisions for the termination of the agreement, specifying circumstances under which the agreement may be terminated and the consequences that may arise from termination. 7. Representations and Warranties: The agreement will include representations and warranties made by both the Company and the purchasers, ensuring that both parties have provided accurate and complete information regarding their financial and legal standing. 8. Governing Law and Dispute Resolution: The agreement will specify that it is governed by the laws of Washington, outlining the jurisdiction for resolving any disputes arising from the agreement. 9. Entire Agreement: The agreement serves as the full and final understanding between the parties, superseding any prior agreements, negotiations, or understandings. Types of Washington Sample Restricted Stock Purchase Agreements: 1. Standard Restricted Stock Purchase Agreement: The most common type of agreement, which includes typical provisions and restrictions associated with restricted stock. 2. Founder's Restricted Stock Purchase Agreement: This agreement is designed specifically for founders of the Company, outlining additional terms and conditions relevant to their unique roles and contributions. 3. Employee Stock Purchase Agreement: Tailored for employees, this agreement allows them to purchase restricted stock at a predetermined price, often with specific vesting criteria. 4. Investor-Specific Restricted Stock Purchase Agreement: When investors acquire restricted stock, this agreement provides further provisions to protect their interests, such as liquidation preferences or board representation rights. Conclusion: A Washington Sample Restricted Stock Purchase Agreement between Intermark, Inc. and Purchasers is a legally binding document that governs the acquisition, ownership, and potential sale of restricted stock. Understanding the key elements and variation in types of such agreements ensures a comprehensive and tailored approach to equity-based compensation. Consulting legal professionals is crucial to ensure compliance with Washington state laws and appropriate customization for specific parties involved.
Title: Washington Sample Restricted Stock Purchase Agreement: Comprehensive Guide between Intermark, Inc. and Purchasers Introduction: In this article, we will provide a comprehensive overview of a Washington Sample Restricted Stock Purchase Agreement between Intermark, Inc. (the "Company") and its purchasers. This agreement governs the process by which purchasers can acquire restricted stock in the Company, including the terms, conditions, and restrictions attached to the shares. It is important to note that there may be different variations or types of Washington Sample Restricted Stock Purchase Agreements, each tailored to the specific needs and circumstances of the parties involved. Key Elements of a Washington Sample Restricted Stock Purchase Agreement: 1. Parties: The agreement will identify the Company (Intermark, Inc.) as the issuing entity and the purchasers who are acquiring the restricted stock. 2. Consideration: The agreement will outline the consideration given by the purchasers in exchange for the restricted stock, which typically includes cash payment or other agreed-upon forms of consideration. 3. Stock Restrictions: The agreement will detail the specific restrictions placed on the purchased stock, such as limitations on transfer, resale, or forfeiture conditions. These restrictions are usually designed to align the interests of the purchasers with the long-term success of the Company. 4. Vesting Schedule: The agreement will establish a vesting schedule that outlines the timeframe in which the purchasers become entitled to the full ownership of the restricted stock. This motivates purchasers to remain involved with the Company for a certain period. 5. Rights and Privileges: The agreement will outline any rights and privileges that come with owning the restricted stock, such as the ability to vote on certain matters, receive dividends, or participate in stock splits and conversions. 6. Termination Provisions: The agreement will include provisions for the termination of the agreement, specifying circumstances under which the agreement may be terminated and the consequences that may arise from termination. 7. Representations and Warranties: The agreement will include representations and warranties made by both the Company and the purchasers, ensuring that both parties have provided accurate and complete information regarding their financial and legal standing. 8. Governing Law and Dispute Resolution: The agreement will specify that it is governed by the laws of Washington, outlining the jurisdiction for resolving any disputes arising from the agreement. 9. Entire Agreement: The agreement serves as the full and final understanding between the parties, superseding any prior agreements, negotiations, or understandings. Types of Washington Sample Restricted Stock Purchase Agreements: 1. Standard Restricted Stock Purchase Agreement: The most common type of agreement, which includes typical provisions and restrictions associated with restricted stock. 2. Founder's Restricted Stock Purchase Agreement: This agreement is designed specifically for founders of the Company, outlining additional terms and conditions relevant to their unique roles and contributions. 3. Employee Stock Purchase Agreement: Tailored for employees, this agreement allows them to purchase restricted stock at a predetermined price, often with specific vesting criteria. 4. Investor-Specific Restricted Stock Purchase Agreement: When investors acquire restricted stock, this agreement provides further provisions to protect their interests, such as liquidation preferences or board representation rights. Conclusion: A Washington Sample Restricted Stock Purchase Agreement between Intermark, Inc. and Purchasers is a legally binding document that governs the acquisition, ownership, and potential sale of restricted stock. Understanding the key elements and variation in types of such agreements ensures a comprehensive and tailored approach to equity-based compensation. Consulting legal professionals is crucial to ensure compliance with Washington state laws and appropriate customization for specific parties involved.