RestrictedStockUnitAgreement有限股权条约.doc

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限制性股权激励协议

限制性股权激励协议概述限制性股权激励协议（Restricted Stock Unit，RSU）是一种股权激励计划，通常用于奖励公司高层管理人员、主要执行人员等关键人员。

在该计划中，公司向员工提供一定数量的股票，但这些股票不是立即行使权利或出售的，而是需要满足一些条件或等待一定期限之后才能行使权利或出售。

因此，RSU可以促使员工更好地发挥自己的职责，推动公司的长期发展。

协议内容RSU数量和条件根据本协议，公司向员工授予一定数量的RSU。

这些RSU的数量取决于员工的工作表现、岗位、薪酬水平、公司规模、市场及公司前景等因素。

为了获得RSU的权利或将其转换为公司股票，员工须满足约定的条件，包括（但不限于）以下条件之一：•时间限制：员工必须在特定的时间段内工作，如1年、2年、3年或更长时间，方可行使权利或出售RSU。

•业绩关联：公司可以制定一定的业绩目标，员工必须在特定的期限内实现这些目标，方可行使权利或出售RSU。

•公司事件：当公司发生某些特定事件，如IPO、并购等，员工可以行使权利或出售RSU。

RSU行权权利员工获得RSU的权利后，可以选择在特定条件下行使权利，将RSU转换为公司股票。

行使权利的时间和方式由公司制定，并写入协议中。

员工行使权利前，应知悉相关行使流程和费用，如税费等。

RSU归属结束在员工满足相关条件后，RSU将会转换为公司股票。

员工可以选择在转换后立即出售股票或继续持有。

RSU的转换数量通常与员工的工作表现和公司业绩挂钩。

如果员工无法满足约定条件，RSU将归属结束，员工将失去相关权利。

RSU转移和限制员工获得的RSU通常不能转移或出售，直到转换为公司股票后，方可自由使用。

如果员工在 RSU 归属期间离开公司，未能满足相关条件，或者被解雇或辞职，将无法保留 RSU。

税收问题RSU的转换和行使将可能导致税收。

员工应在相关税收问题上咨询专业人士，如税务计划师等。

结语限制性股票激励计划是公司吸引、激励和留住关键人才的重要手段，可以激励员工在长期内积极努力工作，推动公司发展。

2023限制性股权激励通用协议

限制性股权激励协议介绍限制性股权激励协议（Restricted Stock UnitAgreement，简称RSU）是一种常见的员工激励计划。

通过授予公司股票或权益单位，激励员工在满足特定条件后获得这些股票或权益单位。

在一定时间内，股权或权益单位受到限制，员工无法出售或转让，以达到激励员工长期发展公司利益的目的。

本文将介绍限制性股权激励协议的基本概念、主要内容以及在签署协议前应考虑的重要事项。

基本概念1. 限制性股权（Restricted Stock）限制性股权是指通过股票授予的一种形式，与普通股不同的是，在特定条件下，员工无法自由出售、转让或交易。

这些条件可能包括特定的时间期限、达到特定的业绩目标或者满足指定的雇佣期限等。

2. 权益单位（Unit）权益单位是限制性股权的一种替代形式，它不是实际的股票，而是一种代表股票或公司价值的单位。

与限制性股权类似，权益单位在一定期限内受到限制，员工无法自由交易。

3. 赠与时间（Vesting Period）赠与时间是指限制性股权或权益单位在特定时间范围内逐渐解禁的过程。

一般情况下，赠与时间由协议双方共同协商，并根据公司的需要和员工的表现确定。

4. 解禁条件（Vesting Conditions）解禁条件是指限制性股权或权益单位在特定条件下解禁的要求。

这些条件可能包括特定的时间期限、达到公司的业绩目标或个人目标等。

主要内容限制性股权激励协议通常包括主要内容：1. 股权授予协议应明确规定授予的股权或权益单位数量，以及授予的日期。

这些信息可以通过股权授予通知书等方式进行确认。

2. 赠与时间和解禁条件协议应明确规定赠与时间和解禁条件。

赠与时间可以是一个固定的时间段，也可以根据员工的雇佣期限设定；解禁条件通常包括特定的目标或条件，例如公司的业绩目标或员工的绩效评估。

3. 权益限制协议应明确规定在赠与时间内，员工无法出售、转让或交易限制性股权或权益单位。

这有助于激励员工长期发展公司利益。

restricted stock units单位

restricted stock units单位Restricted Stock Units (RSUs)是一种股权授予方式，它使企业能够向雇员提供股权而不需要支付现金。

基本上，RSUs以股票单元数的形式授予给收件人，这些单位将在特定时间段内过渡为公司股票。

这些单位未被实际交付，直到被授予收件人。

除此之外，RSUs还存在其他一些特殊要求和限制，例如：Vesting Schedule: RSUs可能会根据时间制定特定的 "vesting schedule"，意思是说员工必须在一段时间内满足一定的雇佣期要求，才能获得完整的股票单位。

Award agreement: 公司通常会颁发特定的人员授权协议（award agreement），其中有特定的信息包括RSUs数量、归属日期、授予方式以及雇佣要求等。

Tax implications: 受到税收影响。

收到的RSUs直到vesting之前不需要报税，当员工完全拥有这些RSUs时，才需要报税。

税务专家的建议，员工可以选择RSUs以限制结构的提供方式来限制税务形式。

在管理RSU计划时，公司应注意：策略：应制定策略来确定RSU激励计划对公司业务的影响，以及这种激励方式的实际改善效果。

定量指标：应建立好的计算机模型来帮助公司定量指标，如RSUs硕士允许员工获得多少股票、vestment时间表的长度和需要满足的业绩要求。

监控：必须监控RSU激励计划的实际使用和绩效。

激励员工：RSU还可以激励员工社会策略和制定行为准则，例如将不动产购房作为一个协议里的目标。

当然，RSUs存在一些潜在的风险，包括：风险：考虑到该奖励是以公司股票形式提供的，因此如果公司表现不佳，员工拥有的RSUs可能会大幅减少其价值。

义务：RSUs可能会给公司最重要的雇员带来义务，他们需要持有股票单位,这意味着，这些员工可以随时将他们的股票单位转换为公司股票。

在总体计划中，RSUs可以为企业提供一种灵活的、不需要实际支付现金的方式授予股权，同时也可以在员工配合公司业务且遵循相关协议的情况下而获得良好的表现与回馈。

RestrictedStockPurchaseAgreement有限股权购买协定.doc

Restricted Stock Purchase Agreement有限股权购买合同-This Restricted Stock Purchase Agreement ( Agreement ) is made as of _________,_________,_________(M/D/Y) by and between AAA, a _________ corporation ( Company ), and BBB(sb) ( Purchaser ).WHEREAS, Company desires to issue and sell shares of its Common Stock to Purchaser and Purchaser desires to purchase such shares upon the terms and conditions set forth herein.NOW, THEREFORE, the parties agree as follows:1. PURCHASE AND SALE OF COMMON STOCK.1.1 PURCHASE. Subject to the terms and conditions of this Agreement, Company hereby issues and sells to Purchaser and Purchaser purchases from Company upon the execution of this Agreement, _________ (_________) shares of Common Stock of Company (individually a Share or collectively the Shares ) at theprice of _________ Dollar ($ _________) per Share (the Purchase Price ), for an aggregate purchase price of _________ Dollars ($ _________). Said Purchase Price shall be paid in cash or pursuant to the terms of the promissory note attached as EXHIBIT C hereto. If Purchaser executes said promissory note, Purchaser shall also sign a stock pledge agreement in the form attached as EXHIBIT D hereto.1.2 DELIVERY OF SHARES. The certificates representing the Shares shall be held in escrow by CCC LLP, attorneys for Company, as provided below.2. UNVESTED SHARES.2.1 GENERALLY. For purposes of this Agreement, the term Unvested Shares shall initially mean one hundred percent (100%) of the Shares being issued by Company to Purchaser pursuant to this Agreement; provided, however, that subject to Sections 2.2 and 3 below, the Unvested Shares shall become Vested Shares with respect to (a) one sixth (1/6) of the Shares on _________(M,D,Y) (hereinafter such date shall be referred to as the Initial Vesting Date ), (b) an additional one third (1/3) of the Shares one (1) year after the Initial Vesting Date and (c) the balance of the Shares two (2) yearsafter the Initial Vesting Date, so long as Purchaser remains a full-time employee of Company during the applicable annual vesting periods, so that two (2) years after the Initial Vesting Date (provided that Purchaser remains a full-time employee of Company during such vesting period) all of the Shares shall be Vested Shares.2.2 TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR GOOD REASON. If the Company terminates Purchaser’s status as a full-time employee of the Company without Cause, or if Purchaser completely terminates his employment with the Company for Good Reason, additional Unvested Shares shall become Vested Shares in accordance with the following: (a) if such termination occurs before the Initial Vesting Date, one sixth (1/6) of the Shares shall become Vested Shares; (b) if such termination occurs on or after, but less than one (1) year after, the Initial Vesting Date, an additional one third (1/3) of the Shares shall become Vested Shares; and (c) if such termination occurs at least one (1) year after the Initial Vesting Date, all of the Shares shall become Vested Shares.2.3 TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL. If, within the period commencing three (3) months prior to, and ending one (1) year after, a Change in Control, the Company terminates Purchaser’s status as a full-time employee ofthe Company without Cause or Purchaser completely terminates his employment with the Company for Good Reason, all Unvested Shares shall become Vested Shares.2.4 DEFINITIONS OF CAUSE , GOOD REASON AND CHANGE IN CONTROL . The following definitions shall apply in interpreting this Section 2:(a) Cause shall mean any one or more of the following, in each case as determined in good faith by the Company’s Board of Directors: (i) Purchaser’s willful and repeated failure to comply with the lawful written direction of the Company’s Board of Directors; (ii) Purchaser’s gross negligence or willful misconduct in the performance of duties for or on behalf of the Company and/or its subsidiaries; (iii) Purchaser’s commission of any act of fraud with respect to the Company and/or its subsidiaries; or (iv) Purchaser’s conviction of a felony or of a crime involving moral turpitude causing material harm to the standing and reputation of the Company and/or its subsidiaries.(b) Good Reason shall mean any one or more of the following occurring within the thirty (30) day period immediately preceding the date on which Purchaser’s employment with the Company hascompletely terminated: (i) a material adverse change in Purchaser’s position with the Company causing it to be of less stature or of less responsibility; (ii) a change in the position to whom Purchaser reports, or (iii) a reduction of Purchaser’s annual rate of base compensation by more than twenty percent (20%).(c) Change in Control shall mean any merger, corporate acquisition or other similar transaction in which the persons who are shareholders of the Company immediately prior to the transaction own less than fifty percent (50%) of the equity interests in the resulting entity immediately after the transaction.3. REPURCHASE OPTION. Notwithstanding any provision contained in this Agreement to the contrary, Company shall have the right, but not the obligation, to repurchase all or any portion of the Unvested Shares (the Repurchase Option ), if, at any time, Purchaser ceases for any reason (including death or permanent disability) to be a full time employee of, Company (a Termination ).4. REPURCHASE PRICE. The price at which Company shall be entitled to repurchase the Unvested Shares shall be the Purchase Price per Share specified in Section 1.1 above. Company may repurchase the Unvested Shares by cancellation of indebtedness, ifany, or by tendering cash (via check).5. EXERCISE OF OPTION. Company’s Repurchase Opt ion shall terminate if not exercised within ninety (90) days of the date of any Termination. If Company exercises its Repurchase Option, Company shall, concurrently with its receipt of the share certificate(s) from the escrow described in Section 8.0 below, pay to Purchaser an amount in cash or cancellation of indebtedness equal to the Repurchase Price multiplied by the number of Unvested Shares being repurchased. If, by the end of the ninety (90) day period, Company has not so elected to purchase some or all of the Shares subject to the Repurchase Option, the Shares not purchased shall no longer be subject to the Repurchase Option.6. SHAREHOLDER RIGHTS. Until such time as Company actually exercises its Repurchase Option under this Agreement, Purchaser shall have all the rights of a shareholder of Company with respect to the Shares.7. RESTRICTION ON TRANSFER. Purchaser shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Shares which remain subject to the Repurchase Option.8. ESCROW. As security for the faithful performance of the terms of this Agreement and to ensure the availability for delivery of Purchaser’s Shares upon exercise of the Repurchase Option herein provided for, Purchaser agrees to deliver to and deposit with CCC LLP, attorneys for Company, or such other person designated by Company, as escrow agent in this transaction ( Escrow Agent ), two stock assignments duly endorsed (with date and number of Shares left blank) in the form attached hereto as EXHIBIT A, together with the certificate or certificates evidencing the Shares. Said documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the Joint Escrow Instructions of Company and Purchaser set forth in EXHIBIT B attached hereto and incorporated by this reference; said instructions shall also be delivered to the Escrow Agent upon the execution hereof.9. STOCK SPLITS, ETC. If, from time to time during the term of this Agreement:(a) there is any stock dividend or liquidating dividend of cash and/or property, stock split or other change in the character or amount of or on any of the Shares; or(b) there is any consolidation, merger or sale of all, or substantially all, of the assets of Company; then, in such event, any and all new, substituted or additional securities or other property, if any, to which Purchaser is entitled by reason of his ownership of the Shares shall be immediately subject to this Agreement and be included in the term the Shares for all purposes with the same force and effect as the Shares presently subject to the Repurchase Option and other terms of this Agreement. While the aggregate Purchase Price pursuant to the Repurchase Option for the Unvested Shares shall remain the same after each such event, the Purchase Price per Share of the Unvested Shares upon exercise of the Repurchase Option shall be appropriately adjusted.10. LEGENDS ON SHARES. Each certificate representing the Shares shall have conspicuously printed on it the following legends, among other legends:THIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ), OR THE SECURITIES LAWS OF THE V ARIOUS STATES, AND HAS BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM THE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDER THEREOF AT ANY TIME, EXCEPT (1) PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT, FILED UNDER THE ACT COVERING THE SECURITY, OR (2) UPON DELIVERY TO COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT THIS SECURITY MAY BE TRANSFERRED WITHOUT REGISTRATION.SALE, TRANSFER, OR HYPOTHECATION OF THIS SECURITY IS RESTRICTED BY THE PROVISIONS OF A RESTRICTED STOCK PURCHASE AGREEMENT ENTERED INTO BY COMPANY AND THIS SHAREHOLDER (INCLUDING RIGHTS OF FIRST REFUSAL), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF COMPANY, AND ALL OF THE PROVISIONS OF WHICH ARE INCORPORATED HEREIN.11. INVESTMENT REPRESENTATIONS. As an inducement to Company to issue the Shares to Purchaser, and in order to establish the suitability for Purchaser of such an investment, Purchaser hereby makes the following representations and warranties, and authorizes Company to rely upon the same:(a) INVESTMENT INTENT. The Purchaser is aware of and familiar with Company’s business affairs and financial condition and has acquired sufficient information about Company to reach a knowledgeable and informed decision to acquire the Shares. ThePurchaser is acquiring the Shares for his own account and not with a view to or for sale in connection with any distribution of the Shares.(b) RELATIONSHIP. The Purchaser has either a preexisting personal or business relationship with Company or its partners, officers, directors or controlling persons.(c) EXPERIENCE. The Purchaser and/or his professional advisors who are not compensated by or affiliated with Company or a selling agent of Company ( Representatives ), if any, have such business or financial experience so that Purchaser has the capacity to protect his own interests in connection with the purchase of Shares hereunder.(d) RISKS. The Purchaser understands that an investment in Company is speculative, that any possible profits therefrom are uncertain, and that he must bear the economic risks of the investment in Company for an indefinite period of time. The Purchaser is able to bear these economic risks and to hold the Shares for an indefinite period.(e) INFORMATION. The Purchaser and his Representatives, ifany, have received all information and data with respect to Company which Purchaser or his Representatives have requested and have deemed relevant in connection with an evaluation of the merits and risks of this investment in Company, and do not desire any further information or data with respect to Company prior to the purchase of the Shares.(f) DOMICILE. The Purchaser is a bona fide resident and domiciliary, not a temporary transient resident, of and has his principal residence in the State of California, and does not have any present intention of moving his principal residence from California.(g) SECURITIES LAWS. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the 1933 Act ), in reliance on certain exemptions from registration provided by the Securities and Exchange Commission (including that of Rule 701 for issuances under compensatory benefit arrangements); and that the Shares have not been registered under the blue sky laws of any state, including that the Shares have not been qualified or a permit obtained for issuance of securities from the California Department of Corporations or any other agency of the State of California.(h) TRANSFERS. The Purchaser understands that the Shares may have to be held indefinitely unless they are subsequently registered under the 1933 Act and qualified or registered under other applicable securities laws, rules and regulations, or unless an exemption from such qualification or registration is available.(i) LEGENDS. The Purchaser understands and agrees that (i) the legends set forth in Section 10 will be placed on certificate(s) evidencing the Shares and on certificate(s) issued to permitted transferees; (ii) the stock records of Company will be noted with respect to such restrictions; (iii) Company will not be under any obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration; and (iv) the information or conditions necessary to permit routine sales of securities of Company under Rule 144 of the 1933 Act are not now available and it is not likely that they will become available.(j) FURTHER LIMITATIONS ON DISPOSITION. Without in any way limiting Purchaser’s representations set forth above, Purchaser further agrees that he or she shall in no event make any disposition of all or any portion of the Shares, unless and until:(i) (A) There is then in effect a Registration Statement under the1933 Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or (B) (1) Purchaser shall have notified Company of the proposed disposition and shall have furnished Company with a detailed statement of the circumstances surrounding the proposed disposition, (2) Purchaser shall have furnished Company with an opinion of Purchaser’s counsel to the effect that such disposition will not require registration of such Shares under the 1933 Act, and (3) such opinion of Purchaser’s counsel shall have been reasonably concurred in by counsel for Company and Company shall have advised Purchaser of such concurrence;(ii) The Shares proposed to be transferred are no longer subject to the Repurchase Option set forth in Section 3 hereof; and(iii) Company has declined to exercise its right of first refusal as set forth in Section 13 below.12. V ALUATION OF SHARES AND 83(b) ELECTION.12.1 V ALUATION. Purchaser understands that the Shares have been valued by the Board of Directors of Company and thatCompany believes this valuation represents a fair attempt at reaching an accurate appraisal of their worth at the time of sale. Purchaser understands, however, that Company can give no assurances that the Purchase Price is in fact the fair market value of the Shares and that it is possible that the Internal Revenue Service could successfully assert that the value of the Shares on the date of purchase is greater than the value determined by the Board of Directors. If the Internal Revenue Service were to succeed in a tax determination that the Shares had value greater than that upon which the transaction was based, the additional value would constitute ordinary income as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser, and Purchaser acknowledges that Company is under no obligation to reimburse or be liable to Purchaser for that tax liability, and Purchaser assumes all responsibility for such additional tax liability, if any. In the event such additional value would represent more than twenty-five percent (25%) of Purchaser’s gross income for the year in which the value of the Shares was taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional taxes (and interest) which would then be due.12.2 SECTION 83(b) ELECTION. Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the Code ), taxes as ordinary income the difference between the amountpaid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, restriction means the right of Company to buy back the Shares pursuant to the Repurchase Option. Purchaser understands that if such provision is applicable to him he may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of purchase and with his income tax returns for the year to which the 83(b) election pertains. Even if the fair market value of the Shares equals the amount paid for the Shares, the election must be made to avoid adverse tax consequences in the future. Purchaser understands that the failure to make this filing timely will result in the recognition of ordinary income by Purchaser, as the Repurchase Option lapses, on the difference between the purchase price and the fair market value of the Shares at the time such restrictions lapse.PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT COMPANY’S, TO FILE TIMELY THE ELECTION UNDER THE INTERNAL REVENUE CODE SECTION 83(b), EVEN IF PURCHASER REQUESTS COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PURCHASER’S BEHALF.13. RIGHT OF FIRST REFUSAL FOR VESTED SHARES.(a) GRANT. Company is hereby granted the right of first refusal with respect to any proposed sale or other transfer of any Vested Shares. For purposes of this Section 13, the term transfer shall include any assignment, pledge, encumbrance or other disposition for value of the Vested Shares, but shall not include any of the permitted transfers pursuant to the terms of this Agreement.(b) NOTICE OF INTENDED DISPOSITION. In the event Purchaser desires to accept a bona fide third-party offer to purchase any or all of the Vested Shares (the shares subject to such offer to be hereinafter called the Target Shares ), Purchaser shall promptly (i) deliver to Company written notice of the offer and the basic terms and conditions thereof, including the proposed purchase price, and (ii) provide satisfactory proof that the disposition of the Target Shares to the third-party offeror would not be in contravention of the representations made by Purchaser in Section 11 above.(c) EXERCISE OF RIGHT. Company (or its assignees) shall, for a period of twenty-five (25) days following receipt of the notice of intended disposition under Section 13(b) above, have the right to repurchase any or all of the Target Shares specified in the notice ofintended disposition upon substantially the same terms and conditions specified in such notice. Such right shall be exercisable by written notice given to Purchaser prior to the expiration of the twenty-five (25) day exercise period. If such right is exercised with respect to all the Target Shares specified in the notice of intended disposition, Company (or its assignees) shall effect the repurchase of the Target Shares, including payment of the purchase price, not more than five (5) business days thereafter, except as provided below; and at such time Purchaser shall deliver to Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. To the extent any of the Target Shares are at any time held in escrow under Section 8 above, the certificates for such shares shall automatically be released from escrow and surrendered to Company for cancellation. The Target Shares so purchased shall thereupon be canceled and cease to be issued and outstanding shares of Company’s Common Stock. However, should the purchase price specified in the notice of intended disposition be payable (in whole or in part) in property other than cash or evidences of indebtedness, Company (or its assignees) shall have the right to make a cash payment in an amount equal to the fair market value of such property other than cash or evidences of indebtedness, in lieu of making payment in the form of such other property. If the purchase price is payable (in whole or in part) in property other than cash or evidences of indebtedness and Purchaser and Company (or its assignees) cannot agree on the fair market value of such other property within ten (10) days afterCompany’s receipt of the notice of intended disposition, the valuation shall be made by an appraiser of recognized standing selected by Purchaser and Company (or its assignees) or, if they cannot agree on an appraiser within twenty (20) days after Company’s receipt of such notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The closing of Company’s purchase of stock under this Section 13 shall be held on the LATER of (i) the fifth business day following Company’s (or its assignees’) exercise of its repurchase rights hereunder or (ii) the fifteenth day after such cash valuation is made.(d) NON-EXERCISE OF RIGHT. In the event Company does not give Purchaser written notice of its intent to exercise its right of first refusal within twenty-five (25) days following the date of Company’s receipt of the notice of in tended disposition under Section 13(b), Purchaser shall, for a period of thirty (30) days thereafter, have the right to sell or otherwise dispose of the Target Shares upon terms and conditions (including the purchase price) no more favorable to the third party purchaser than those specified in the notice of intended disposition given to Company; PROVIDED, HOWEVER, that any such sale or disposition must not be effected in contravention of the representations made by Purchaser in Section 11 above. To the extent any of the Target Shares are at the time heldin escrow under Section 8 above, the certificates for such shares shall automatically be released from escrow and surrendered to Purchaser. The third-party purchaser shall acquire the Target Shares free and clear of all the terms and provisions of this Agreement. In the event Purchaser does not sell or otherwise dispose of the Target Shares within the specified thirty (30) day period, Company’s right of first refusal shall continue to be applicable to any subsequent disposition of the Target Shares by Purchaser until such right lapses in accordance with Section 13(e) below.(e) LAPSE. Company’s right of first refusal under this Section13 shall lapse and cease to have effect upon the EARLIER of (i) the date Company first becomes subject to the periodic reporting requirements under the Securities Exchange Act of 1934, as amended, (ii) a determination is made by Company’s Board of Directors that a public market exists for the outstanding shares of Company’s C ommon Stock, and (iii) any merger or other reorganization of Company into a successor corporation or other business entity in which Company is not the surviving business entity or corporation.(f) RESTRICTIVE LEGEND. Until such time as Company’s right of first refusal lapses and ceases to have effect pursuant to the provisions of this Section 13, the stock certificate for the Sharesshall be endorsed with the following additional legend: The shares represented by this certificate may not be sold, assigned, transferred, pledged or encumbered, except in conformity with the terms of the Restricted Stock Purchase Agreement between Company and the registered holder of the shares (or his predecessor in interest). Such agreement grants certain rights of first refusal to Company (or its assigns) upon the sale, assignment, transfer, pledge or encumbrance of the shares. A copy of such agreement is on file at the principal office of Company.14. VOID TRANSFERS. Purchaser, as a condition to purchasing the Shares, shall not sell, transfer or pledge any Shares subject to the restriction on transfer described in Section 7, other than in the manner expressly permitted in this Agreement, and any such sale, transfer or pledge of the Shares in violation of this Agreement shall be void. Company shall not be required (i) to transfer on its books any Shares which shall have been sold or transferred in violation of this Agreement, or (ii) to treat as the owner of such Shares, or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares shall have been so transferred.15. NOTICE OF TAX ELECTION AND DISPOSITION OF SHARES. If Purchaser makes any tax election relating to thetreatment of the Shares under the Internal Revenue Code of 1986, as amended, at the time of such election Purchaser shall promptly notify Company of such election.16. RELATED TRANSFEREES. Notwithstanding any provision to the contrary contained in this Agreement, Purchaser shall not be under any restrictions as to the transfer by him of any or all of the Vested Shares to his Related Transferees (as defined herein) provided that each such Related Transferee shall first (i) execute a written consent to be bound by the restrictions on transfer imposed under this Agreement, in form and substance satisfactory to Company, and (ii) deliver a duplicate original of such consent to Company; provided, however, that no Vested Shares shall be transferred unless all such Vested Shares shall have been paid for in full and no indebtedness is outstanding to Company with respect to any such Vested Shares. For purposes of this Agreement, the term Related Transferees of Purchaser shall consist of Purchaser’s spouse, his adult lineal descendants, the adult spouses of his adult lineal descendants and trusts for the benefit of Purchaser, his spouse and/or any of his lineal descendants. In the event of any such transfer by Purchaser to his Related Transferees of all or any part of the Vested Shares (or in the event of any subsequent transfer by any such Related Transferees to any other Related Transferees of Purchaser), such Related Transferees shall receive and hold the transferred Vested Shares subject to the terms of this Agreement and the rightsand obligations of Purchaser hereunder as though the Vested Shares were still owned by Purchaser, and shall together with Purchaser continue to be deemed to be the Purchaser for purposes of this Agreement, including, without limitation, restrictions on the transfer of Shares contained in this Agreement. There shall be no further transfer of the Shares by any Related Transferees except between and among such Related Transferees, Purchaser and other Related Transferees of Purchaser, or as otherwise permitted in this Agreement.17. MARKET STAND-OFF . In connection with the first underwritten registration of the offering of the Common Stock of Company, Company (or a representative of the underwriter) may require that Purchaser not sell or otherwise transfer or dispose of any Shares not registered under the 1933 Act during a period (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of Company filed under the 1933 Act, provided that all officers and directors of Company enter into similar agreements.18. ATTORNEYS’ FEES. In the event either party shall commence any action or proceeding against the other party by reason of any breach or claimed breach in the performance of any of the terms or conditions of this Agreement or to seek a judicial。

RestrictedStockAgreement有限股份合同.doc

Restricted Stock Agreement有限股份合同-Award Granted To Award Grant Date Number of Shares_________ _________ _________1. THE AWARD. AAA Inc., a _________ corporation (the Company ), hereby awards to the individual named above (the Director ), as of the above Award Grant Date, the above Number of Shares of Common Stock, par value $ _________ per share, of the Company (the Restricted Stock ) on and subject to the terms, conditions and restrictions set forth in this Restricted Stock Agreement (this Agreement ) and in the AAA Inc. Non-Employee Director Restricted Stock Plan (the Plan ).2. RESTRICTIONS. The Restricted Stock is subject to the restrictions described in Section 2.7 of the Plan for the Restricted Period defined in Section 2.4 of the Plan, subject in each case to the other provisions of the Plan.3. INCOME TAXES. The Director is liable for any federal, state and local income taxes applicable upon receipt of the Restricted Stock upon expiration of the Restricted Period. The Director shall promptly pay to the Company, upon demand, any withholdingamount required by the Company to be collected as a result of any such applicable income taxes.4. ACKNOWLEDGEMENT. Certificates representing the Restricted Stock will not be issued in the name of the Director until the Director dates and signs the form of Acknowledgement below and returns to the Company a signed copy of this Agreement and the stock power required by Section 2.7(c) of the Plan. By signing the Acknowledgement, the Director agrees to the terms and conditions referred to in Paragraph 1 above and acknowledges receipt of a copy of the Plan.。

RestrictedStockPurchaseAgreement限制性股票买卖条约.doc

Restricted Stock Purchase Agreement限制性股票买卖协议-THIS RESTRICTED STOCK PURCHASE AGREEMENT is made as of _________,_________,_________(M/D/Y) by and between AAA, Inc., a _________ corporation (the Company ), and Name: _________ (the Purchaser ).The parties agree as follows:1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase an aggregate of _________ shares of the Company’s Class A Common Stock, at $ _________ per share (the Shares ), for an aggregate cash purchase price of $ _________.2. Payment of Purchase Price. The payment of the purchase price shall be paid by cash, check, delivery of a promissory note in the form attached as Exhibit A or any combination of the foregoing. If Purchaser delivers a promissory note as partial or full payment of the purchase price, Purchaser will also deliver a Pledge and Security Agreement in form and substance acceptable to the Company.3. Repurchase Option. Subject to the provisions of Section 5 below, in the event of any voluntary or involuntary termination of the Purchaser’s services to the Company for any or no reason before all of the Shares are released from the Company’s Repurchase Option (as defined below), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of 90 days from such date to repurchase all or any portion of the Unreleased Shares (as defined below in Section 4) at such time (the Repurchase Option ) at the original cash purchase price per share (the Repurchase Price ). The Repurchase Option shall be exercisable by the Company by written notice to the Purchaser or the Purchaser’s executor (with a copy to t he Escrow Holder, as defined below in Section 8) and shall be exercisable, at the Company’s option, (i) by delivery to the Purchaser or the Purchaser’s executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser’s indebtedness, if any, to the Company equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the Repurchase Price times the number of shares to be repurchased (the Aggregate Repurchase Price ). Upon delivery of such notice and the payment of the Aggregate Repurchase Price in any of the waysdescribed above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. The Repurchase Option set forth in this Section may be assigned by the Company in whole or in part in its sole and unfettered discretion.4. Release of Shares From Repurchase Option.(a) The Shares shall be released from the Company’s Repurchase Option pursuant to the following schedule: _________ Shares shall be released from the Company’s Repurchase Option on _________,_________,_________(M/D/Y). _________ Shares shall be released from the Company’s Repurchase Option on the first day of each calendar month thereafter such that 100% of the Shares shall be released from the Company’s Repurchase Option on _________,_________,_________(M/D/Y).(b) Any of the Shares which, from time to time, have not yet been released from the Repurchase Option are referred to herein as Unreleased Shares.5. Accelerated Release of Shares from Repurchase Option.(a) Actual or Constructive Termination. In the event of an Involuntary Termination (as defined below) of Purchaser’s employment or a termina tion of Purchaser’s employment by the Company (or any successor in interest to the Company) for any reason other than Cause (as defined below) within one (1) calendar year following a Change of Control (as defined below), then the Repurchase Option shall immediately lapse in its entirety. For purposes of this paragraph, Involuntary Termination shall mean:(i) a significant adverse alteration of Purchaser’s duties, position, responsibilities or conditions of employment compared to his duties, position, responsibilities and conditions of employment with the Company immediately prior to a Change of Control, including but not limited to a reduction in Purchaser’s authority to approve transactions or a significant adverse change in the lines of business reporting to Purchaser;(ii) the reduction of Purchaser’s annual base salary or bonus opportunity, each as in effect immediately prior to the Change of Control;(iii) the relocation of the offices at which Purchaser is principally employed immediately prior to the date of the Change of Control (the Principal Location ) to a location more than fifty (50) miles from such location, or the Company’s requiring Purchaser to be based at a location more than fifty (50) miles from the Principal Location, except f or required travel on the Company’s business to an extent substantially consistent with Purchaser’s business travel obligations prior to the Change of Control;(iv) the failure to continue in effect compensation and benefit plans which provide Purchaser with benefits which are substantially similar, on an aggregate basis, to the benefits provided Purchaser under the Company’s regular compensation and benefit plans and practices immediately prior to the Change in Control, unless an equitable arrangement (embodied in ongoing substitute or alternative plans) has been made with respect to such plans; or(v) the failure to pay to Purchaser any portion of his then-current compensation or any portion of an installment of deferred compensation under any deferred compensation program of the Company, in each case within seven (7) days of the date such compensation is due.(b) Definition of Cause. For purposes of subsection 5(a) above, the term Cause shall mean (i) Purchaser’s willful and continued failure to perform his duties to the Company or its successor which continues after a written notice is delivered to him by the Company or its successor which notice identifies the manner in which the Company or its successor believe that Executive has not performed his duties; (ii) the commission of a felony, any crime involving moral turpitude, or any crime or act of fraud or dishonesty against the Company or any of the Company’s affiliates; or (iii) a willful breach by Purchaser of this Agreement or any other agreement between Purchaser and the Company. For purposes of this subsection 5(b), (x) no act, or failure to act, on Purchaser’s part, will be considered willful unless done or omitted to be done by him not in good faith or without a reasonable belief that his action or omission was in furtherance of and in the best interests of the Company’s business, and (y) poor business performance by itself shall not constitute Cause.(c) Definition of Change of Control. For purposes of subsection 5(a) above, the term Change of Control shall mean a merger, acquisition or sale of all or substantially all of the assets of the Company in which the stockholders of the Company immediately prior to such event do not own a majority of the outstanding sharesof the surviving corporation.6. Company Call Right.(a) The Company shall have the right to purchase from Purchaser, or Purchaser’s personal representative or permitted transferees, as the case may be, any or all of the Shares owned by the Purchaser or such transferees at a price equal to $ _________ per Share (the Call Right ). The Call Right may be exercised on one occasion, in whole but not in part, at any time before _________,_________,_________(M/D/Y). The Call Right shall terminate upon completion of conversion of the Shares of Common Stock.(b) The Company may exercise the Company Call Right by delivering personally or by registered mail to Purchaser (or his transferee or legal representative, as the case may be), a notice in writing indicating the Compa ny’s intention to exercise the Company Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice. The closing shall take place at the Company’s office. At the closing, the holder of the certificates for the Shares being transferred shall deliver the stock certificate or certificates evidencing the Shares, and the Company shall deliver thepurchase price therefor.(c) At its option, the Company may elect to make payment for the Shares to a bank selected by the Company. The Company shall avail itself of this option by a notice in writing to Purchaser stating the name and address of the bank, date of closing, and waiving the closing at the Company’s office.7. Restriction on Transfer. Except for the escrow described below in Section 8 or transfers to Purchaser’s Immediate Family (as defined below), none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any manner until the initial public offe ring of the Company’s common stock. As used herein, Immediate Family shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister or stepchild (whether or not adopted). In case of a permitted transfer, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Agreement (including the Company Call Right and, with respect to any Unreleased Shares, the Repurchase Option), and there shall be no further transfer of such Shares except in accordance with the terms of this Section. Any transferee shall acknowledge the same by signing a copy of this Agreement. Any transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federalsecurities laws8. Escrow of Shares.(a) Purchaser hereby authorizes and directs the secretary of the Company, or such other person designated by the Company, to transfer the Unreleased Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.(b) To insure the availability for delivery of Purchaser’s Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option under Section 3, Purchaser hereby appoints the secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and deposit with the secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A. The Unreleased Shares and stock assignment shall be held by the secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit B hereto, until theCompany exercises its Repurchase Option as provided in Section 3, until such Unr eleased Shares are released from the Company’s Repurchase Option, or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares, the escrow agent shall promptly deliver to the Purchaser the certificate or certificates r epresenting such Shares in the escrow agent’s possession belonging to the Purchaser, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.(c) The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.9. Investment Representations. In connection with the purchase of the Shares, the Purchaser represents to the Company the following:(a) The Purchaser is aware of the Company’s business affai rs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision toacquire the Shares. The Purchaser is purchasing the Shares for investment for the Purchaser’s own account only and not w ith a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the Securities Act ).(b) The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. In this connection, the Purchaser understands that, in view of the Securities and Exchange Commission ( Commission ), the statutory basis for such exemption may not be present if the Purchaser’s representations meant that the Purchaser’s present intention was to hold the Shares for a minimum capital gains period under applicable tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future.(c) The Purchaser further acknowledges and understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register theShares. The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company.10. Stock Certificate Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legends:(a) THE SHARES REPRESENTED BY THIS CERTIFICATE HA VE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.(b) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE OPTION IN FA VOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENTBETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.(c) Any legend required by any applicable state securities laws.11. Market Stand-Off Agreement. The Purchaser hereby agrees, if so requested by the managing underwriters or the Company in connection with the initial pu blic offering of the Company’s Common Stock, that, without the prior written consent of such managing underwriters, the Purchaser will not offer, sell, contract to sell, grant any option to purchase, make any short sale or otherwise dispose of, assign any legal or beneficial interest in or make a distribution of any capital stock of the Company held by or on behalf of the Purchaser or beneficially owned by the Purchaser in accordance with the rules and regulations of the Securities and Exchange Commission for a period of up to 180 days after the date of the final prospectus relating to the Company’s initial public offering.12. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, reverse stock splitor stock dividend or other similar change in the Shares which may be made by the Company after the date of this Agreement.13. Tax Consequences. The Purchaser has reviewed with the Purchaser’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the Code ), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase the Shares and the fair market value of the Shares on the date of this Agreement, and (ii) the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, restriction includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the event the Company has registered under the Exchange Act, restriction with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suitunder Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Company’s repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of purchase.THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHA SER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S BEHALF.14. General Provisions.(a) This Agreement shall be governed by the laws of the State of California. This Agreement represents the entire agreement between the parties with respect to the purchase of Common Stock by the Purchaser and may only be modified or amended in writing signed by both parties.(b) Any notice, demand or request required or permitted to begiven by either the Company or the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.(c) The rights and benefits of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company and any purported transfer otherwise shall be null and void.(d) Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.(e) The Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.(f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE LAPSING OF THE REPURCHASE OPTION PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN AT WILL EMPLOYEE OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE REPURCHASE OPTION SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR SUCH PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE COMPANY’S RIGHT TO TERMINATE PURCHASER’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE(g) Purchaser has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of thisAgreement.IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first set forth above.Restricted Stock Purchase Agreement有限股权购买合同-This Restricted Stock Purchase Agreement ( Agreement ) is made as of _________,_________,_________(M/D/Y) by and between AAA, a _________ corporation ( Company ), and BBB(sb) ( Purchaser ).WHEREAS, Company desires to issue and sell shares of its Common Stock to Purchaser and Purchaser desires to purchase such shares upon the terms and conditions set forth herein.NOW, THEREFORE, the parties agree as follows:1. PURCHASE AND SALE OF COMMON STOCK.1.1 PURCHASE. Subject to the terms and conditions of this Agreement, Company hereby issues and sells to Purchaser and Purchaser purchases from Company upon the execution of this Agreement, _________ (_________) shares of Common Stock of Company (individually a Share or collectively the Shares ) at the price of _________ Dollar ($ _________) per Share (the Purchase Price ), for an aggregate purchase price of _________ Dollars ($ _________). Said Purchase Price shall be paid in cash or pursuant to the terms of the promissory note attached as EXHIBIT C hereto. If Purchaser executes said promissory note, Purchaser shall also sign a stock pledge agreement in the form attached as EXHIBIT D hereto.1.2 DELIVERY OF SHARES. The certificates representing the Shares shall be held in escrow by CCC LLP, attorneys for Company, as provided below.2. UNVESTED SHARES.2.1 GENERALLY. For purposes of this Agreement, the term Unvested Shares shall initially mean one hundred percent (100%) of the Shares being issued by Company to Purchaser pursuant to this Agreement; provided, however, that subject to Sections 2.2 and 3 below, the Unvested Shares shall become Vested Shares with respect to (a) one sixth (1/6) of the Shares on _________(M,D,Y) (hereinafter such date shall be referred to as the Initial Vesting Date ), (b) an additional one third (1/3) of the Shares one (1) year after the Initial Vesting Date and (c) the balance of the Shares two (2) years after the Initial Vesting Date, so long as Purchaser remains a full-time employee of Company during the applicable annual vesting periods, so that two (2) years after the Initial Vesting Date (provided that Purchaser remains a full-time employee of Company during such vesting period) all of the Shares shall be Vested Shares.2.2 TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR GOOD REASON. If the Company terminates Purchaser’s status as a full-time employee of the Company without Cause, or if Purchaser completely terminates his employment with the Company for Good Reason, additional Unvested Shares shall become Vested Shares in accordance with the following: (a) if such termination occurs before the Initial Vesting Date, one sixth (1/6) of the Shares shall become Vested Shares; (b) if such termination occurs on or after, but less than one (1) year after, the Initial Vesting Date, anadditional one third (1/3) of the Shares shall become Vested Shares; and (c) if such termination occurs at least one (1) year after the Initial Vesting Date, all of the Shares shall become Vested Shares.2.3 TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR GOOD REASON FOLLOWING A CHANGE IN CONTROL. If, within the period commencing three (3) months prior to, and ending one (1) year after, a Change in Control, the Company terminates Purchaser’s s tatus as a full-time employee of the Company without Cause or Purchaser completely terminates his employment with the Company for Good Reason, all Unvested Shares shall become Vested Shares.2.4 DEFINITIONS OF CAUSE , GOOD REASON AND CHANGE IN CONTROL . The following definitions shall apply in interpreting this Section 2:(a) Cause shall mean any one or more of the following, in each case as determined in good faith by the Company’s Board of Directors: (i) Purchaser’s willful and repeated failure to comply with the lawful written direction of the Company’s Board of Directors; (ii) Purchaser’s gross negligence or willful misconduct in the performance of duties for or on behalf of the Company and/or itssubsidiaries; (iii) Purchaser’s commission of any act of fraud with respect to the Company and/or its subsidiaries; or (iv) Purchaser’s conviction of a felony or of a crime involving moral turpitude causing material harm to the standing and reputation of the Company and/or its subsidiaries.(b) Good Reason shall mean any one or more of the following occurring within the thirty (30) day period immediately preceding the date on which Purchaser’s employment with the Company has completely terminated: (i) a material adverse change in Purchaser’s position with the Company causing it to be of less stature or of less responsibility; (ii) a change in the position to whom Purchaser reports, or (iii) a reduction of Purchaser’s annual rate of base compensation by more than twenty percent (20%).(c) Change in Control shall mean any merger, corporate acquisition or other similar transaction in which the persons who are shareholders of the Company immediately prior to the transaction own less than fifty percent (50%) of the equity interests in the resulting entity immediately after the transaction.3. REPURCHASE OPTION. Notwithstanding any provision contained in this Agreement to the contrary, Company shall have theright, but not the obligation, to repurchase all or any portion of the Unvested Shares (the Repurchase Option ), if, at any time, Purchaser ceases for any reason (including death or permanent disability) to be a full time employee of, Company (a Termination ).4. REPURCHASE PRICE. The price at which Company shall be entitled to repurchase the Unvested Shares shall be the Purchase Price per Share specified in Section 1.1 above. Company may repurchase the Unvested Shares by cancellation of indebtedness, if any, or by tendering cash (via check).5. EXERCISE OF OPTION. Company’s Repurchase Option shall terminate if not exercised within ninety (90) days of the date of any Termination. If Company exercises its Repurchase Option, Company shall, concurrently with its receipt of the share certificate(s) from the escrow described in Section 8.0 below, pay to Purchaser an amount in cash or cancellation of indebtedness equal to the Repurchase Price multiplied by the number of Unvested Shares being repurchased. If, by the end of the ninety (90) day period, Company has not so elected to purchase some or all of the Shares subject to the Repurchase Option, the Shares not purchased shall no longer be subject to the Repurchase Option.6. SHAREHOLDER RIGHTS. Until such time as Company actually exercises its Repurchase Option under this Agreement, Purchaser shall have all the rights of a shareholder of Company with respect to the Shares.7. RESTRICTION ON TRANSFER. Purchaser shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Shares which remain subject to the Repurchase Option.8. ESCROW. As security for the faithful performance of the terms of this Agreement and to ensure the availability for delivery of Purchaser’s Shares upon exercise of the Repurchase Option herein provided for, Purchaser agrees to deliver to and deposit with CCC LLP, attorneys for Company, or such other person designated by Company, as escrow agent in this transaction ( Escrow Agent ), two stock assignments duly endorsed (with date and number of Shares left blank) in the form attached hereto as EXHIBIT A, together with the certificate or certificates evidencing the Shares. Said documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the Joint Escrow Instructions of Company and Purchaser set forth in EXHIBIT B attached hereto and incorporated by this reference; said instructions shall also be delivered to the Escrow Agent upon the execution hereof.。

股权激励的10种形式及设计方案

股权激励的10种形式及设计方案薪酬有三件事：第一，实际绩效提高；第二，员工感受提高;第三，放大员工的未来价值。

股权激励是放大价值最有效的说法.股权激励有利于企业与员工成为利益共同体,让员工相信对企业有利的一定对自己有利。

股权激励有两个方向，一个是与奖励相关，二是与福利相关。

股权激励有多种形式，各类企业适宜采取的形式也不同。

在此，对股权激励的基本知识进行梳理与介绍。

股权激励十种形式1股票期权英文：Stock Options含义：在一个特定的时间内，使用特定的价格,购买公司股份的计划。

特点：购买的权利，股票期权是使用最广的股权激励计划。

2绩效股份计划PSP英文：Performance Share Plan含义：一种根据事先确定的内部或者外部绩效目标的达成情况而授予的股票授予计划。

必须在一定时期内（三至五年）达到这些目标，激励计划的接受者才有资格获得这些股票。

特点：将绩效目标和股票价格分红有机结合。

3限制性股票奖励RSA英文：Restricted Stock Award含义：限制性股票奖励是雇主授予雇员的股票奖励，但员工所持有股票的权力受到一定的限制并且存在丧失的风险.特点：1. 有时间限制，一定程度上有利于留住员工。

限制包括服务期或者雇佣关系维持时间的限制，在限制消失之前，员工不能将股票进行抵押、出售或者转移.然而，员工可以在受限期间获得股息和投票权。

一旦限制消失,员工会获得所有的非受限的股份，同时可以将其进行抵押、出售或者转移.员工如果没有遵守这些限制性要求,就会失去相应的股份。

2. 与限制性股票单位相比，属于先给股票。

4限制性股票单位RSU英文：Restricted Stock Unit含义：股票单位是在授予时发行潜在股票的协议，在员工达到授予计划的要求时才可能会有实际上的股票授予.特点：未来一定时间内可以购买的约定。

未来三年再给你股票.5加速绩效限制性股票激励计划PARSAP英文：Performance Accelerated Restricted Stock Award Plan含义：与传统基于时间授予的限制性股票奖励相伴而生的是基于绩效授予的方式，通常被称为“加速绩效限制性股票激励计划”.在这种类型的计划中，时间限制可以延伸到更长的10年而不是3年，以提升保留人才的功能。

限制性股权激励标准协议

限制性股权激励协议引言限制性股权激励协议（Restricted Stock Unit Agreement，简称RSU协议）是一种企业为了激励员工而制定的股权激励方案。

根据该协议的规定，企业向员工授予一定数量的限制性股票（Restricted Stock Units，简称RSUs）作为激励，并在其满足特定条件后获得对应的股票所有权。

通过限制性股权激励协议，企业可以吸引和留住优秀的人才，同时提升员工的归属感和激励效果。

协议内容1. 受限股票授予根据本协议，公司将向员工授予一定数量的限制性股票。

这些限制性股票在授予时暂时没有所有权，员工必须满足特定条件后才能获得股票所有权。

2. 获得股票所有权的条件员工必须满足条件，才能获得限制性股票的所有权：a.服务期满：员工必须在规定的服务期满后才能获得股票所有权。

服务期的长度可以根据员工的级别、岗位和贡献进行设定。

b.业绩要求：员工必须在服务期内达到规定的业绩要求。

业绩要求可以根据企业的实际情况和目标进行设定。

c.绩效评估：在服务期结束后，企业将对员工进行绩效评估。

只有绩效评估达到一定标准的员工才能获得股票所有权。

3. 股票所有权的转让一旦员工获得了股票的所有权，员工就可以行使相应的股票权益。

员工可以选择出售所持有的股票，或者继续保留它们。

4. 解雇或离职的影响如果员工在服务期内被解雇或主动离职，将会有一些影响：a.未获得股票所有权：员工在离职时如果尚未满足条件获得股票所有权，则其股票授予将被取消。

b.部分获得股票所有权：如果员工在离职时已经满足了部分条件获得股票所有权，那么他们将保留已获得股票的所有权，而未获得的股票将被取消。

5. 股票交付一旦员工满足获得股票所有权的条件，公司将在合理时间内进行股票的交付。

股票的交付方式可以根据公司政策进行规定，例如转账或者股票证书的赠送。

6. 税务处理员工获得股票所有权时，可能需要承担相应的税务责任。

在协议中需要明确规定员工是否需要在获得股票所有权时支付相关税款，以及公司是否提供税务辅导。

2023限制性股权协议最新版.doc正规范本(通用版)

2023限制性股权协议最新版1. 引言本限制性股权协议（简称“协议”）由公司名称（简称“公司”）和参与方姓名（简称“参与方”）共同签署。

本协议旨在明确公司向参与方提供限制性股权的条件、条款以及相关的权利和义务。

2. 背景作为公司的股东之一，参与方为了促进公司的长期发展和增加股东的企业价值，愿意接受限制性股权计划，并同意按照本协议的规定获得相应的股权奖励。

3. 定义和解释•限制性股权（Restricted Stock）：指在一定条件下限制转售的股票。

参与方获得的股权将受到一定的限制和条件。

•认购权（Subscription Right）：指参与方在行使限制性股权时所享有的优先购买权。

•认购价格（Subscription Price）：指参与方行使认购权时需要支付的价格。

•特定事件（Specified Event）：指公司发生的特定业务或财务事件，例如上市、并购、资产重组等。

4. 条款和条件4.1 限制性股权的授予公司同意向参与方授予限制性股权，作为其参与公司长期发展的激励和奖励。

具体的股权数量、授予日期和解除限制的条件将按照《公司股权激励计划》（简称“激励计划”）的规定确定。

4.2 限制性股权的限制与解除1.参与方获得的限制性股权将受到限制：–股权不能在授予后的一定期限内转让、抵押或以其他方式处置；–参与方离职或违反公司相关政策时，公司有权取消或暂停限制性股权；–参与方对公司的限制性股权不享有表决权。

2.参与方的限制性股权将按照条件逐步解除：–根据激励计划确定的解除条件；–参与方在公司服务满一定期限后的自动解除。

3.解除限制后，参与方将获得完全的股权所有权及相应的权益，可以自由支配和转让股权。

4.3 认购权的行使1.参与方获得认购权的行使，应符合条件：–特定事件发生时，参与方应在规定的时间内行使认购权；–认购价格将按照特定事件的具体情况和协商结果确定。

2.参与方行使认购权后，应及时支付认购价格，并按照规定的程序完成转让手续。

StockAgreement股票协议.doc

Stock Agreement股票协议-SECTION 2.02 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.SECTION 2.03 SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.SECTION 2.04 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.SECTION 2.05 CERTAIN EVENTS. BBB agrees that this Agreement and the obligations hereunder shall attach to each Shareholder’s Shares and shall be binding upon any person to which legal or beneficial ownership (as such term is applied under Rule 13d-3 of the Exchange Act) of such Shares shall pass, whether by operation of law or otherwise. Notwithstanding any transfer of Shares, the transferor shall remain liable for the performance of all obligations under this Agreement of the transferor.SECTION 2.06 ASSIGNMENT. This Agreement shall not be assigned by operation of law or otherwise.SECTION 2.07 PARTIES IN INTEREST. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.SECTION 2.08 SPECIFIC PERFORMANCE. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance withthe terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.SECTION 2.09 GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of laws.SECTION 2.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which, taken together, shall constitute one and the same agreement.SECTION 2.11 TERMINATION. This Agreement shall terminate automatically immediately upon termination of the Merger Agreement.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.。

StockOptionAgreement职工优先认股权条约.doc

Stock Option Agreement职工优先认股权协议-Section 3.1 Commencement of ExercisabilitySubject to subsection (g) and Section 3.3,(a) 25% of the Option shall become exercisable in four cumulative installments as follows:(i) The first installment shall consist of ten percent of the shares covered by such Option and shall become exercisable on _________,_________,_________(M/D/Y);(ii) The second installment shall consist of five percent of the shares covered by such Option and shall become exercisable on _________,_________,_________(M/D/Y);(iii) The third installment shall consist of five percent of the shares covered by such Option and shall become exercisable on_________,_________,_________(M/D/Y);(iv) The fourth installment shall consist of five percent of the shares covered by such Option and shall become exercisable on _________,_________,_________(M/D/Y);(b) 75% of the Option shall become fully exercisable on the day immediately preceding the tenth anniversary following the date of grant, provided that the Optionee remains continuously employed in active service by the Company from the date of grant through such date.(c) Notwithstanding Section 3.1(b),(i)(A) An installment consisting of 10% of the shares covered by the Option shall become exercisable on, or within 90 days following, the December 31 of each calendar year _________ through _________ as determined by the Committee in its sole discretion if (i) the Cash Flow for Debt Amortization as of such_________,_________(M/D) equals or exceeds 50% of the Cash Flow for Debt Amortization Target for such year, and (ii) the Cumulative Cash Flow for Debt Amortization as of such _________,_________(M/D)equals or exceeds the Cumulative Cash Flow for Debt Amortization Target through such December 31.(B) An installment consisting of 7.5% of the shares covered by the Option shall become exercisable within 90 days following each of _________,_________,_________(M/D/Y) through _________,_________,_________(M/D/Y) if (i) the Cash Flow for Debt Amortization as of such _________,_________(M/D) equals or exceeds 50% of the Cash Flow for Debt Amortization Target for such calendar year, and (ii) the Cumulative Cash Flow for Debt Amortization as of such _________,_________(M/D) equals or exceeds the Cumulative Cash Flow for Debt Amortization Target through such _________,_________(M/D).If the Cumulative Cash Flow for Debt Amortization as of the end of any calendar year _________ through _________ is less than the Cumulative Cash Flow for Debt Amortization Target through the end of such year, but Cash Flow for Debt Amortization for such year is at least 80% of the Cash Flow for Debt Amortization Target for such year,that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i) with respect to such yearshall become exercisable on, or within 90 days following, the last day of the first calendar year ending on or prior to _________,_________,_________(M/D/Y) as of which the Cumulative Cash Flow for Debt Amortization equals or exceeds the Cumulative Cash Flow for Debt Amortization Target through such _________,_________(M/D).(ii) If the Cash Flow for Debt Amortization for any calendar year _________ through _________ is less than 80% of the Cash Flow for Debt Amortization Target for such year, that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i)with respect to such year shall become exercisable only in accordance with Section 3.1(b).(d) Notwithstanding Section 3.1(b)(i) An installment consisting of 5.0% of the shares covered by the Option shall become exercisable within 90 days following the _________,_________(M/D) of each calendar year _________ through _________ if the EBITDA for the year ending on such _________,_________(M/D) plus the Cumulative EBITDA Excess as of such _________,_________(M/D) equals or exceeds the EBITDA Target for such year.(ii) An installment consisting of 7.5% of the shares covered by the Option shall become exercisable within 90 days following each of _________,_________,_________(M/D/Y) through _________,_________,_________(M/D/Y) if the EBITDA as of such _________,_________(M/D) plus the Cumulative EBITDA Excess as of such _________,_________(M/D) equals or exceeds the EBITDA Target for such year.(iii) If the EBITDA for any calendar year _________ through _________ plus the Cumulative EBITDA Excess as of the December 31 of such year is less than the EBITDA Target for such year, that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(d)(i) or (ii) with respect to such year shall become exercisable only in accordance with Section 3.1(b).(e) Notwithstanding the foregoing provisions of this Section 3.1, but subject to subsection (g), upon the occurrence of the first Corporate Transaction,(i) that portion of the Option that remains eligible to becomeexercisable pursuant to Section 3.1(a), and(ii) that portion of the of the Option that remains eligible to become exercisable pursuant to Sections 3.1(c)(i) or (ii) or 3.1(d)(i) or (ii) at any time on or after the effective date of such Corporate Transaction shall, immediately prior to the effective date of such Corporate Transaction, automatically become exercisable in full. However, no outstanding Option (or any portion thereof) shall so accelerate if and to the extent such Option (or portion thereof) is, in connection with the Corporate Transaction, either to be assumed by the successor or survivor corporation (or parent thereof) or to be replaced with a comparable right with respect to shares of the capital stock of the successor or survivor corporation (or parent thereof) or with respect to other property. The determination of comparability of rights under the preceding sentence shall be made by the Committee, and its determination shall be final, binding and conclusive.(f) The Committee shall make the determination as to whether the respective Cash Flow for Debt Amortization Targets, Cumulative Cash Flow for Debt Amortization Targets and EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become exercisable, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each calendar year such date shall not be later than the 90th dayfollowing December 31 of such calendar year.(g) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.Section 3.2 Duration of ExercisabilityThe installments provided for in Section 3.1 are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable.Section 3.3 Expiration of Option(a) The Option may not be exercised to any extent by anyone after the first to occur of the following events:(i) The expiration of ten years from the date the Option was granted; or(ii) In the case of an Optionee owning (within the meaning of Section 424(d) of the Code), at the time the Incentive Stock Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary corporation, the expiration of five years from the date the Incentive Stock Option was granted; or(iii) Except as the Committee may otherwise approve, the date of the Optionee’s Termination of Employment for any reason other than death or disability (as defined in Section 22(e)(3) of the Code); or(iv) In the case of an Optionee whose Termination of Employment is by reason of his or her disability (within the meaning of Section 22(e)(3) of the Code), the expiration of 12 months from the date of the Optionee’s Termination of Employment, unless the Optionee dies within said 12 month period, in which case the Option shall cease to be exercisable upon the expiration of 180 days from the date of the Optionee’s death; or(v) The expiration of 180 days from the date of the Optionee’s death.Section 3.4 Partial ExerciseAny exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable; provided, however, that each partial exercise shall be for not less than one hundred (100) shares (or the minimum installment set forth in Section 3.1, if a smaller number of shares) and shall be for whole shares only.Section 3.5 Exercise of OptionThe exercise of the Option shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article V of the Plan.Section 3.6 Special Tax ConsequencesThe Optionee acknowledges that, to the extent that the aggregate fair market value of stock with respect to which incentivestock options (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code), including the Option, are exercisable for the first time by the Optionee during any calendar year (under the Plan and all other stock option plans of the Company, any Subsidiary and any parent corporation) exceeds $ _________, such options shall be treated as not qualifying under Section 422 of the Code but rather shall be treated and taxable as non-qualified options. The Optionee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted, and the stock certificate issued upon exercise of options shall designate whether such stock was acquired upon exercise of an Incentive Stock Option. For purposes of these rules, the fair market value of stock shall be determined as of the date of grant of the applicable option covering such stock.Stock Option and Tender Agreement股票期权标购协议-WHEREAS, Purchaser, BBB, and the Company are entering into an Agreement and Plan of Merger (the Merger Agreement )pursuant to which BBB has agreed to make a tender offer (the Offer ) for all outstanding shares of Class A Common Stock, par value $ _________ per share, and Class B Common Stock, par value $ _________ per share (collectively, the Common Stock ), of the Company at $ _________ per share (the Offer Price ), net to the seller in cash, to be followed by a merger (the Merger ) of BBB with and into the Company.WHEREAS, as a condition to the willingness of Purchaser to enter into the Merger Agreement, Purchaser has required that each Stockholder agree, and in order to induce Purchaser to enter into the Merger Agreement, each Stockholder has agreed, among other things, (i) to tender in the Offer all of the shares of Common Stock now owned or which may hereafter be acquired by such Stockholder (the Shares ), (ii) to grant Purchaser the option to purchase the Shares in certain circumstances, (iii) to appoint Purchaser as each Stockholder’s proxy to vote the Shares in connection with the Merger Agreement, and (iv) with respect to certain questions put to stockholders of the Company for a vote, to vote the Shares, in each case, in accordance with the terms and conditions of this Agreement.NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree asfollows:1. Tender of Shares. Each Stockholder severally (and not jointly) agrees to tender and sell to Purchaser and/or BBB pursuant to the Offer all of the Shares legally and/or beneficially owned by such Stockholder (as set forth on Schedules A and B hereto) (or, with respect to pledged Shares described on Schedule A or B, to use reasonable best efforts to cause the pledgees to so tender and sell, and to otherwise comply with the terms of this Agreement). Each Stockholder severally (and not jointly) agrees that such Stockholder shall deliver to the depositary for the Offer, no later than the tenth business day following the commencement of the Offer, either a letter of transmittal together with the certificates for the Shares, if available, or a Notice of Guaranteed Delivery , if the Shares are not available; provided that each Stockholder shall use all reasonable efforts to complete the foregoing within 5 business days following the commencement of the Offer; provided, further, any tender made after 5 business days following the commencement of the Offer may not be made pursuant to a Notice Guaranteed Delivery . Each Stockholder severally (and not jointly) agrees not to withdraw any Shares tendered into the Offer.2. Stock Option.2.1 Grant of Stock Option. Each Stockholder hereby grants to Purchaser an irrevocable option (the Stock Option ) to purchase all of the Shares legally and/or beneficially owned by such Stockholder (as set forth on Schedules A and B hereto), at such time as Purchaser may exercise the Stock Option during the Exercise Period (as defined below), at a purchase price equal to the Offer Price; provided that such Shares Subject to the Stock Option shall include all Class B shares so owned by such Stockholder and such number of Class A shares as shall be equal to the lesser of (x) all Class A shares so owned by such Stockholder and (y) such number of Class B shares.2.2 Exercise of Stock Option.(a) Subject to Section 2.3 hereof, the Stock Option may be exercised by Purchaser, in whole and for all Stockholders but not in part or for less than all Stockholders, upon termination or expiration of the Offer, and during the period (the Exercise Period ) commencing on the later of _________(M,D,Y) and the termination or expiration of the Offer and ending on the date 10 business days after the date such period commenced; provided that if the Merger Agreement shall terminate solely by reason o f the Company’s exercise of its termination rights pursuant to Section 9.1(b)(iii) of theMerger Agreement, the Exercise Period shall commence on such date and end on the date 10 business days thereafter.(b) In the event Purchaser wishes to exercise the Stock Option, Purchaser shall send a written notice (an Exercise Notice ) during the Exercise Period to each Stockholder specifying that Purchaser shall purchase the total number of Shares held by such Stockholder and a date, which shall be a business day, and a place, which shall be in The City of _________(PLACENAME), for the closing of such purchase (the Stock Option Closing ).(c) Upon receipt of the Exercise Notice, each Stockholder shall be obligated to deliver to Purchaser a certificate or certificates representing the number of Shares held by such Stockholder (or to direct the depository for the Offer to so deliver such certificate or certificates), in accordance with the terms of this Agreement, on the later of the date specified in such Exercise Notice and the first business day on which the conditions specified in Section 2.3 shall be satisfied. The date specified in such Exercise Notice may be as early as one business day after the date of such Exercise Notice.2.3 Conditions to Delivery of the Shares. The obligation of the Stockholders to deliver the Shares upon exercise of the Stock Optionis Subject to the following conditions:(a) All waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the exercise of the Stock Option and the delivery of the Shares shall have expired or been terminated;(b) There shall be no preliminary or permanent injunction or other order by any court of competent jurisdiction restricting, preventing or prohibiting the exercise of the Stock Option or the delivery of the Shares in respect of such exercise; and(c) The Offer shall have expired or terminated without any shares of Common Stock being purchased thereunder and without any violation of the Offer by the Purchaser or BBB.2.4 Stock Option Closings. At the Stock Option Closing, each Stockholder will deliver to Purchaser a certificate or certificates evidencing the number of Shares owned by such Stockholder, each such certificate being duly endorsed in blank and accompanied by such stock powers and such other documents as may be necessary in Purchaser’s judgment to transfer record ownership of the Shares intoPurchaser’s name on the stock transfer books of the Company, and Purchaser will purchase the delivered Shares at the Offer Price. All payments made by Purchaser to the Stockholders pursuant to this Section 2.4 shall be made by wire transfer of immediately available funds or by certified bank check payable to the Stockholders, in an amount for each Stockholder equal to the product of (a) the Offer Price and (b) the number of Shares delivered by such Stockholder in respect of the Stock Option Closing.2.5 Adjustments Upon Changes in Capitalization. In the event of any change in the number of issued and outstanding shares of Common Stock by reason of any stock dividend, Subdivision, merger, recapitalization, combination, conversion or exchange of shares, or any other change in the corporate or capital structure of the Company (including, without limitation, the declaration or payment of an extraordinary dividend of cash or securities) which would have the effect of diluting or otherwise adversely affecting Purchaser’s rights and privileges under this Agreement, the number and kind of the Shares and the consideration payable in respect of the Shares shall be appropriately and equitably adjusted to restore to Purchaser its rights and privileges under this Agreement. Without limiting the scope of the foregoing, in any such event, at the option of Purchaser, the Stock Option shall represent the right to purchase, in addition to the number and kind of Shares which Purchaser would be entitled to purchase pursuant to the immediately precedingsentence, whatever securities, cash or other property the Shares Subject to the Stock Option shall have been converted into or otherwise exchanged for, together with any securities, cash or other property which shall have been distributed with respect to such Shares.3. Representations and Warranties of Stockholders. Each Stockholder severally (and not jointly), represents and warrants to Purchaser and BBB that:3.1 Power and Authority. Except as disclosed in writing to Purchaser (including in Schedules A and B), such Stockholder has all necessary power and authority to enter into this Agreement and to sell, assign, transfer and deliver to BBB, pursuant to the terms and conditions of this Agreement and the Merger Agreement, the Shares legally and/or beneficially owned by such Stockholder (as set forth on Schedules A and B hereto);3.2 No Other Rights. Except for this Agreement and as shown on Schedule A or B, there are no outstanding options, warrants or rights to purchase or acquire such Shares of such Stockholder;3.3 Only Shares. Except as disclosed on Schedule A or B, such Shares of such Stockholder Subject to this Agreement are the only shares of Common Stock owned of record, or owned beneficially with the power to sell, by such Shareholder;3.4 Title. Except as disclosed on Schedule A or B, such Stockholder has, and upon the closing of the Offer BBB shall receive (without regard to the disclosure on Schedule A or B other than the disclosure as to loans extended to Daniel K. Thorne by Metropolitan Life), good and marketable title to such Shares of such Stockholder, free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever; and3.5 Validity. This Agreement is the legal, valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is Subject to the discretion of the court before which any proceeding therefor may be brought.3.6 Non-Contravention. Except for certain pledge agreementsas disclosed on Schedule A or B, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of such Stockholder under, any provision of (i) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to such Stockholder or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to such Stockholder or any of its properties or assets, other than any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a material adverse effect on the ability of such Stockholder to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.4. Representations and Warranties of Purchaser and BBB. Purchaser and BBB hereby represent and warrant to each Stockholder as follows:4.1 Power and Authority. Each of Purchaser and BBB has all necessary power and authority to enter into the Agreement, and to purchase the Shares pursuant to the terms and conditions of this Agreement and the Merger Agreement;4.2 Sufficient Funds. Purchaser has, or prior to the date of the Stock Option Closing will have, all of the funds necessary to consummate the transactions contemplated hereby on a timely basis and to pay any and all related fees and expenses;4.3 Validity. This Agreement is the legal, valid and binding agreement of Purchaser and BBB enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditor’s rights generally and ex cept that the availability of equitable remedies, including specific performance, is Subject to the discretion of the court before which any proceeding therefor may be brought;4.4 Non-Contravention. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with orwithout notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Purchaser or any of its Significant Subsidiaries (as defined in the Merger Agreement) under, any provision of (i) the Charter or Bylaws of Purchaser (or any comparable organizational documents) or any provision of the comparable charter or organizational documents of any of its Significant Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or any of its Significant Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or any of its Significant Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect (as defined in the Merger Agreement) on Purchaser, materially impair the ability of Purchaser to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.5. Covenants of Stockholders.5.1 No Disposition or Encumbrance of Shares; No Acquisition of Shares.(a) Each Stockholder severally (and not jointly) covenants and agrees that, except as contemplated by this Agreement, no Stockholder shall, and no Stockholder shall offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create any security interest, lien, claim, pledge, option, right of first refusal, agreemen t, limitation on such Stockholder’s voting rights, charge or other encumbrance of any nature whatsoever with respect to the Shares now legally and/or beneficially owned by, or that may hereafter be acquired by, such Stockholder.(b) Each Stockholder hereby severally (and not jointly) covenants and agrees that it shall not, and shall not offer to agree to, acquire any additional shares of Common Stock, or options, warrants or other rights to acquire shares of Common Stock, without the prior written consent of Purchaser.5.2 No Solicitation of Transactions. Each Stockholder shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any acquisition or exchange of all or any material portion of the assets of, or anyequity interest in, the Company or any of its Subsidiaries or any business combination with the Company or any of its Subsidiaries. From and after the date hereof, no Stockholder shall, directly or indirectly, solicit or initiate any takeover proposal or offer from any person, or engage in discussions or negotiations relating thereto (including by way of furnishing information). Each Stockholder shall promptly advise Purchaser of the receipt of any Takeover Proposal. As used in this Agreement, Takeover Proposal shall mean any proposal or offer, other than a proposal or offer by Purchaser or any of its affiliates, for a tender or exchange offer, a merger, consolidation or other business combination involving the Company or any Subsidiary of the Company or any proposal to acquire in any manner a Substantial equity interest in, or a Substantial portion of the assets of, the Company or any of its Subsidiaries or any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or which would reasonably be expected to dilute materially the benefits to Parent of the transactions contemplated hereby or by the Merger Agreement.5.3 Stockholders’Representative. Each Stockholder hereby appoints Oakleigh Thorne as Stockholders’ Representative to act as Stockholders’ Representative for purposes of giving and receiving notices under this Agreement.6. Covenants of Purchaser and BBB.6.1 No Sale. Neither Purchaser nor BBB will sell, offer to sell or otherwise dispose of the Shares in violation of the Securities Act of 1993, as amended.6.2 Performance. Purchaser and BBB shall perform in all material respects all of their respective obligations under the Merger Agreement. If Purchaser and BBB exercise the Stock Option or any of their other rights hereunder at a time when the Merger Agreement shall have terminated, Purchaser and BBB nevertheless agree to effect a merger pursuant to which each outstanding share of common stock of the Company (other than held by Purchaser, BBB, the Company or any Subsidiary of the Company) shall be converted into the right to receive not less than $ _________ per share, net to the seller, in cash at the earliest practicable date after the Stock Option Closing.7. V oting Agreement; Proxy of Stockholder.7.1 V oting Agreement.。

限制性股权协议

限制性股权协议目录第一章股权分配与预留 (4)第一条股权结构安排 (4)第二条三方投资及股权 (5)第三条预留股权 (5)第四条工商备案登记 (6)第五条承诺和保证 (6)第二章各方股权的权利限制 (6)第六条各方股权的成熟 (6)第七条回购股权 (7)第八条标的股权转让限制 (8)第九条配偶股权处分限制 (9)第十条继承股权处分限制 (9)第十一条全职工作、竞业禁止与禁止劝诱 (10)第三章预留股东激励股权的授予 (10)第十二条授予的程序 (10)第四章其他 (10)第十三条保密 (10)第十四条修订 (11)第十五条可分割性 (11)第十六条效力优先 (11)第十七条违约责任 (11)第十八条通知 (11)第十九条适用法律及争议解决 (12)第二十条份数 (12)创始人合伙创业理念在签署本《限制性股权协议》（简称“本协议”）之前，【】、【】及【】（合称“我们”）作为[【】有限公司]（简称“公司”）的创业合伙人，我们确认已经完整阅读、理解并一致同意下述合伙创业理念，也是基于认同下述理念而签署本协议：1.我们是公司共创、共担与共享的创业合伙人，不是职业经理人。

2.公司实行创业合伙人持股，是为了给既有创业能力、又有创业心态的合伙人提供共同创新创业的平台，实现人尽其才，才尽其用，增强公司竞争力，同时让长期共同参与创业的合伙人分享公司成长收益，打造利益共享的企业文化，提升合伙人的幸福感。

3.我们获得的公司股权数量，是基于对我们预期贡献的估值，以及我们会长期全职参与创业的预期。

因此，我们所持有的公司股权是有权利限制的“限制性股权”。

我们所持股权的成熟，会与我们全职服务的期限挂钩。

如果我们未满服务期中途退出公司，公司或公司指定方有权回购我们持有的全部或部分股权。

我们认为，本安排是公平合理的，也是对我们长期参与创业的合伙人的保护。

[XXX]有限公司限制性股权协议本《限制性股权协议》（简称“本协议”）由以下各方于2015年[XXX]月[XXX ]日在[XXX]市签订：➢[XXX]（中国居民身份证号码为[XXX]）(简称“甲方”)；➢[XXX]（中国居民身份证号码为[XXX]）(简称“乙方”)；以及➢[XXX]（中国居民身份证号码为[XXX]）（简称“丙方”）。

模版.上市公司限制性股票授予协议

模版.上市公司限制性股票授予协议模版.上市公司限制性股票授予协议1. 背景介绍限制性股票授予协议（Restricted Stock Agreement）是一种常见的使用于上市公司的股票激励手段，旨在以激励员工的方式提高其对公司业务的贡献和忠诚度。

本文档提供了一个模版，用于规范上市公司与员工之间的限制性股票授予协议。

2. 协议双方本协议由以下两个方进行签署：公司：指上市公司的全称，以下简称为“甲方”。

员工：指受限制性股票计划约束的员工或管理人员，以下简称为“乙方”。

3. 限制性股票授予计划甲方通过本协议向乙方授予一定数量的限制性股票，作为激励乙方对公司的业务进行贡献的方式。

3.1 授予数量和条件甲方根据乙方的职位、表现、业绩等因素决定授予的限制性股票数量和条件。

具体的授予数量和条件将在本协议的附件中详细列出。

3.2 股票解锁方式乙方获得的限制性股票将按照以下方式解锁：时间限制：限制性股票将在一定的时间段内分期解锁，具体解锁时间的规定将在附件中详细列出。

业绩要求：乙方可能需要满足一定的业绩目标才能解锁限制性股票，具体要求将在附件中详细列出。

4. 限制性股票的权益4.1 股票所有权乙方授予的限制性股票将在满足解锁条件后转为自由股票，乙方将成为这些股票的合法拥有者。

4.2 股票转让和许可在限制性股票解锁之前，乙方不能将限制性股票进行转让、出售、转债或进行其他类似交易。

甲方可以根据自身需求，在某些情况下给予乙方许可进行股票转让，具体权限和条件将在附件中详细列出。

5. 终止和解除5.1 终止的情况本协议可能会因以下情况之一而终止：乙方在职期间离职，主动离职或被辞退。

乙方违反了协议规定的任何条款。

其他合同或法律规定的终止原因。

5.2 解除的情况本协议可能因以下情况之一而被解除：乙方已满足限制性股票解锁的所有条件。

双方经协商一致决定解除协议。

其他本协议规定的解除原因。

6. 法律适用和争议解决本协议的解释和执行将适用于相关法律法规，并在发生争议时，双方应尽力通过友好协商解决。

通用范文(正式版)2023精选限制性股权协议

2023精选限制性股权协议1. 引言限制性股权协议（Restricted StockAgreement）是一种常见的股权激励计划，用于给予特定员工或合作伙伴一定数量的股票作为奖励或补偿。

本文档旨在描述2023年精选限制性股权协议的相关条款和条件。

2. 背景和目的限制性股权协议旨在激励特定员工或合作伙伴为公司的发展和增长做出更多贡献，并提供长期激励机制。

通过将一定数量的股票授予受益人，公司可以激发其对公司成功的兴趣，并与公司的价值增长挂钩。

2023精选限制性股权协议是公司针对优秀员工和合作伙伴的一项特别激励计划。

通过此协议，公司将向特定受益人授予一定数量的限制性股票，以作为长期奖励和激励。

3. 授予限制性股票的条件根据2023精选限制性股权协议，为公司授予限制性股票的条件和权益：•受益人必须是公司的在职员工或合作伙伴；•授予的限制性股票数量将根据受益人的职位、绩效和贡献等因素确定；•授予的限制性股票将在授予后一定时间内锁定，受益人无法自由出售或转让；•受益人必须符合公司制定的绩效指标和行为准则，方可继续拥有限制性股票；•在特定事件（如员工离职、违反协议等）发生时，公司有权取消未解锁的限制性股票。

4. 解锁和转让限制性股票根据2023精选限制性股权协议，是解锁和转让限制性股票的规定：•限制性股票将根据设定的时间表进行解锁。

解锁时，受益人将有权自由出售或转让已解锁的股票；•时间表将根据特定条件（如特定年限、公司绩效目标等）设定；•如果受益人在限制期间离职或违反协议规定，未解锁的限制性股票将被取消。

5. 股票行权在限制期满并解锁后，受益人将获得股票的所有权。

是股票行权的相关规定：•解锁后的股票可由受益人自由行使或出售；•行使股票时，受益人需遵守公司内部规定，并支付相关税费。

6. 协议终止限制性股权协议可能在情况终止：•受益人在限制期内离职或违反协议规定；•公司出售或合并，导致股权结构发生变化；•受益人主动请求终止协议。

限制性股权激励协议

限制性股权激励协议限制性股权激励（Restricted Stock Units，简称RSU）是一种股权激励方案，通过给予员工一定数量的限制性股权，以激励和留住员工。

与传统的股票期权相比，RSU具有更多的限制和约束条件，使得员工必须满足一定的业绩要求或者在一定的时间段内持有股权才能行使。

限制性股权激励协议是雇主与员工之间达成的协议，规定了双方的权益与义务。

下面将从定义、执行、权益、约束、转让等几个方面详细介绍限制性股权激励协议。

一、定义限制性股权激励协议是一种具有限制性条件的股权激励方案，雇主以授予限制性股权的形式，给予员工享有公司股权的权利，但是需要满足特定的条件才能获得全部或部分股权。

二、执行1. 授予时机：雇主将在一定时期内，按照一定比例向员工授予限制性股权，而员工则有权接受或放弃这些股权。

2. 行权条件：员工必须满足一定的条件才能行使限制性股权，这些条件包括但不限于公司业绩目标、员工绩效目标等。

只有在满足这些条件后，员工才能行使股权，否则将被取消。

3. 行权方式：员工可以选择在特定时间点行使限制性股权，也可以在特定的时间段内分期行使股权，具体的行权方式由雇主和员工协商确定。

三、权益1. 股权分配：雇主根据员工的贡献和业绩，向员工授予一定数量的限制性股权。

这些股权可以是公司普通股股权，也可以是特定的股权或股票期权。

2. 股权转让：在行权条件满足后，员工可以按照协议约定的方式转让股权，例如出售给雇主或其他股东，或者在公开市场上出售。

3. 股权奖励：员工在行权时，可以获得相应的股权奖励，通常以公司股票的形式给予。

这些股权可以在未来的某个时期内转换成现金，或者按照协议约定的方式进行处理。

四、约束1. 业绩要求：限制性股权激励协议通常会要求员工达到一定的业绩要求，例如公司盈利目标、市场份额目标等。

只有在满足这些要求后，员工才能行使股权。

2. 期限限制：限制性股权通常会有一定的期限限制，即员工必须在一定的时间段内持有股权，否则将被取消或降低行权权益。