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Restricted Share Agreement

Restricted Share Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Restricted Share Agreement

"I need a Restricted Share Agreement for our UAE-based technology company to grant 10,000 shares to our new Chief Technology Officer, with a three-year vesting period starting March 1, 2025, and including specific performance conditions related to product development milestones."

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Document background
The Restricted Share Agreement serves as a crucial document in UAE corporate practice, used when companies wish to grant shares to employees or executives while maintaining certain restrictions on ownership and transfer. Typically implemented as part of employee incentivization or executive compensation programs, this agreement must comply with UAE Federal Law No. 32 of 2021 and relevant securities regulations. The document specifies vesting schedules, performance conditions, and restriction periods, while addressing key aspects such as voting rights, dividend entitlements, and termination consequences. It's particularly relevant for both public and private companies in the UAE looking to align employee interests with long-term company success while maintaining control over share ownership and transfer.
Suggested Sections

1. Parties: Identification of the Company and the Share Recipient

2. Background: Context of the agreement, including corporate approvals obtained

3. Definitions: Key terms used throughout the agreement, including 'Restricted Shares', 'Vesting Date', 'Restriction Period'

4. Grant of Restricted Shares: Details of the shares being granted, including number, class, and nominal value

5. Restrictions and Limitations: Core restrictions on transfer, voting rights, and other limitations during the restriction period

6. Vesting Provisions: Timeline and conditions for the lifting of restrictions

7. Rights During Restriction Period: Dividend rights, voting rights, and other shareholder privileges during the restriction period

8. Termination Provisions: Consequences of employment termination or other trigger events

9. Tax Obligations: Responsibilities for taxes arising from the grant and vesting of shares

10. Compliance with Laws: Adherence to UAE corporate, securities, and other applicable laws

11. Confidentiality: Non-disclosure obligations regarding the agreement terms

12. Governing Law and Jurisdiction: Application of UAE law and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Performance Conditions: Include when vesting is tied to specific performance metrics or company goals

2. Change of Control Provisions: Include for listed companies or when specific arrangements apply in case of company sale/merger

3. Shareholder Rights Agreement: Include when additional shareholder rights or obligations need to be specified

4. Malus and Clawback: Include for senior executives or when required by corporate governance

5. Non-Competition and Non-Solicitation: Include when additional restrictive covenants are required

6. Tag-Along and Drag-Along Rights: Include when shareholders' agreement provisions need to be referenced

7. Electronic Communications: Include when notices and communications will be handled electronically

Suggested Schedules

1. Share Certificate Details: Specific details of the share certificate including number, class, and restrictions noted

2. Vesting Schedule: Detailed timeline of when restrictions lapse, including any specific conditions

3. Corporate Approvals: Copies of board and shareholder resolutions approving the grant

4. Performance Metrics: Detailed description of any performance conditions affecting vesting

5. Tax Treatment Summary: Overview of applicable tax implications and calculations

6. Form of Stock Power: Template for share transfer documentation

7. Notice of Exercise Form: Template for notifying the company of meeting vesting conditions

8. Shareholders' Agreement Extract: Relevant provisions from the company's shareholders' agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


























Clauses



























Relevant Industries

Financial Services

Technology

Professional Services

Real Estate

Healthcare

Manufacturing

Retail

Energy

Telecommunications

Construction

Education

Hospitality

Transport and Logistics

Relevant Teams

Legal

Human Resources

Finance

Corporate Secretariat

Executive Management

Compensation & Benefits

Compliance

Corporate Governance

Share Registry

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Executive Director

Senior Manager

Department Head

Key Employee

Board Member

Managing Director

Regional Director

Vice President

General Counsel

HR Director

Company Secretary

Financial Controller

Operations Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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