About This Document

This Restricted Stock Purchase Agreement documents the sale of restricted shares of stock by a Company to an individual (the Purchaser) — typically an employee, consultant, or advisor.
It establishes key terms around ownership, vesting, repurchase rights, transfer restrictions, and rights of first refusal, protecting both the Company's interests and the Purchaser’s rights.

Who Should Use This Template

• Startups and private companies issuing founder shares, employee stock, or advisor equity

• Businesses structuring vesting schedules for equity-based incentives

• Companies ensuring ownership protection for unvested shares through repurchase options

• Organizations preparing for future fundraising or public offerings needing clean, documented cap tables

What the Template Includes

• Purchase and sale terms, including:

  • Number of shares, purchase price, and payment terms

• Vesting schedule, with optional provisions for:

  • Accelerated vesting upon termination without cause or for good reason

  • Acceleration in connection with a Change of Control

• Company's Repurchase Right for unvested shares (and, optionally, vested shares before an IPO)

• Transfer restrictions on unvested stock

• Investment representations confirming the Purchaser's investment sophistication

• Right of first refusal before the Purchaser sells vested shares

• Market stand-off (lock-up) provisions for IPOs

• Adjustment clauses for stock splits, mergers, or recapitalizations

• Legends to be placed on stock certificates indicating restrictions

• Guidance on filing an IRS Section 83(b) Election (with attached sample form)

• Choice of governing law (Delaware default)

• Editable Word format for full customization

Instructions for Completing the Template

• Insert:

  • Company Name and State of Incorporation (usually Delaware)

  • Purchaser’s Name and Address

  • Effective Date of the agreement

  • Number of Shares Purchased, Per Share Price, and Total Purchase Price

• Define:

  • Vesting schedule (e.g., 1-year cliff, monthly vesting over 4 years)

  • Whether acceleration rights apply upon termination without cause or upon a Change of Control

• Clarify any Repurchase Rights and applicable pricing (Purchase Price or Fair Market Value)

• Confirm restrictions:

  • Right of first refusal

  • Market standoff obligations

• Attach completed Exhibit A (Section 83(b) Election Form) for Purchaser's tax filing

• Make sure both Company and Purchaser sign and date the agreement.

• Advise the Purchaser to file the 83(b) election within 30 days of the stock purchase to lock in favorable tax treatment.

Important Reminder

This document is provided as a template to assist with standard restricted stock purchase arrangements.
It does not constitute legal advice. You should consult a qualified attorney to tailor this Agreement for your specific vesting schedules, repurchase rights, and tax strategy — especially if planning future fundraising, IPOs, or equity incentive plans.