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Restricted Stock Purchase Agreement (Founder / Early Hire)
The agreement that issues founder or early-employee shares subject to vesting and a company repurchase right, with a built-in, time-critical 83(b) election that reflects 2025 electronic filing.
What is a Restricted Stock Purchase Agreement?
A Restricted Stock Purchase Agreement (Founder / Early Hire) is the agreement that issues founder or early-employee shares subject to vesting and a company repurchase right, with a built-in, time-critical 83(b) election that reflects 2025 electronic filing.
Founders splitting equity at formation, and very early hires getting stock (not options). Sets up reverse vesting so the company can buy back unvested shares if someone leaves, and walks through the 30-day 83(b) filing that protects the recipient from a large future tax bill.
Restricted Stock Purchase Agreement template, current for 2026
Reverse-vesting repurchase mechanics, double-trigger acceleration option, spousal/community-property acknowledgment, and a prominent 83(b) walkthrough current to the IRS's Form 15620 and accepted electronic filing (2025). QSBS clock-start note included.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Restricted Stock Purchase Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the exact legal name of the company issuing the stock? This must match the name on the certificate of incorporation exactly, because the repurchase right and stock issuance run in the company's name.
- In which U.S. state is the company incorporated? Corporate-law questions (repurchase rights, stock issuance mechanics) are governed by the state of incorporation, so we recite it.
- What is the company's principal business address (for notices)? Notices under the agreement are delivered to this address, so it must be current.
- What is the full legal name of the purchaser (founder or early hire)? This person receives and holds the restricted shares and signs the 83(b) election, so the name must match their tax records.
- What is the purchaser's home address (for notices and the 83(b) election)? The IRS 83(b) election must state the taxpayer's address, and agreement notices go here.
- Is the purchaser a founder or an early employee/service provider? This tunes the recitals, the withholding covenant, and the service-relationship language (founder vs. at-will employee).
- Will the purchaser's taxpayer ID (SSN/ITIN) be filled into the 83(b) election exhibit before filing? The 83(b) election requires the taxpayer's ID number, but we never store SSNs in a template, so we leave a blank for the purchaser to complete.
- How many shares is the purchaser buying? This is the total restricted amount subject to vesting and the repurchase right.
- What class/series of stock is being issued? Founder/early-hire restricted stock is almost always Common Stock; we recite the exact class for the cap table.
- What is the purchase price per share? Founder stock is priced at par or fair value at grant; a low price at formation minimizes the 83(b) spread. This drives the total price and the repurchase price.
- How is the purchase price being paid? The consideration clause and any technology-assignment recital change with the payment form; IP assignment is common for founders.
- If IP or past services form part of the price, briefly describe them. When founders pay with technology, the agreement must identify and assign it so the company owns the IP.
- What is the principal amount of the promissory note? The portion of the purchase price funded by the note; the balance is paid in cash on the Effective Date.
- What annual interest rate does the note bear (percent)? To avoid imputed income under Section 7872, the note should bear interest at least equal to the applicable federal rate (AFR) for its term in the month of issuance; your tax advisor sets this.
- Over how many years is the note payable? Sets the maturity of the note; founder notes are commonly three to nine years.
- Is the promissory note full recourse or partial/nonrecourse? For tax and securities purposes a founder note should generally be full recourse; a nonrecourse note can be treated as an option rather than a purchase, undermining the 83(b) election.
- What is the purchase / grant date (the date shares are issued)? This starts the vesting clock, the QSBS holding period, AND the strict 30-day 83(b) filing deadline, which is the most time-critical item in the whole deal.
- What is the vesting commencement date? Vesting is often backdated to when service actually began, which can differ from the purchase date; we compute the schedule from this date.
- What vesting schedule applies? This drives the repurchase mechanic. It determines how many shares the company can buy back if the purchaser leaves.
- Over how many years does the stock vest? Only asked for a custom schedule; sets the length of the vesting period.
- How many months is the cliff (0 if none)? Before the cliff, nothing vests; on the cliff date a chunk vests at once. Sets the risk window for early departures.
- Does any acceleration of vesting apply on a change of control or termination? Acceleration decides whether unvested shares vest early on an acquisition, which materially changes the repurchase exposure.
- What percentage of then-unvested shares accelerates? Sets how much of the unvested block vests on the trigger; 100 is full acceleration.
- For a double-trigger, where do 'Cause' and 'Good Reason' come from? A double-trigger is only enforceable if these terms are defined. If no separate service agreement defines them, we supply built-in fallback definitions so the trigger is not void for vagueness.
- Include a Section 280G/4999 'best after-tax' parachute cutback? If acceleration could be a parachute payment, a 4999 excise tax may apply. A best-after-tax cutback delivers the accelerated benefit only to the extent it leaves the purchaser better off net of the excise tax.
- At what price may the company repurchase UNVESTED shares if the purchaser leaves? For true unvested-share forfeiture protection, repurchase at original cost is standard; the basis affects tax and economics.
- How many days after service termination does the company have to exercise its repurchase right? This is the window in which the company must act to buy back unvested shares; a common period is 90 days.
- May the company assign its repurchase right (e.g., to investors or other founders)? Assignability lets the company route buybacks to third parties; investors often require it.
- Do Unvested Shares carry voting and dividend rights pending vesting? A standard RSPA election. Because an 83(b) election treats the holder as the owner from issuance, most founder agreements grant full voting and dividend rights on Unvested Shares, but any dividend on shares later repurchased is returned to the company.
- Include a company right of first refusal on transfers of VESTED shares? A right of first refusal keeps control over who ends up on the cap table when a holder tries to sell vested shares.
- Will the Shares also be subject to company ROFR/co-sale, voting, or stockholders agreements? Vested Shares typically remain bound by any company-wide agreements a founder or early hire signs. Select all that apply so the Agreement cross-references them and the Shares stay subject to them. Leave every option unchecked if none are in place.
- Include a market stand-off (IPO lock-up) covenant? Underwriters require holders not to sell for a period after an IPO; including it now avoids chasing signatures later.
- Include a spousal/community-property consent exhibit? In community-property states a spouse may have an interest in the shares; a consent binds that interest to the agreement.
- Include a tax-withholding covenant for the service-provider case? Where the purchaser is an employee/service provider and no (or a later-lapsing) 83(b) applies, the company has payroll-withholding obligations at each vesting event; this covenant lets the company withhold or require payment.
- Is the company a C corporation intending the Shares to qualify as QSBS under Section 1202? Qualified Small Business Stock can exclude some or all of the gain on a later sale. Only C-corporation stock qualifies. Selecting Yes adds a Section 1202 acknowledgment reflecting the 2025 OBBBA tiered rules, with a no-representation hedge.
- Will the purchaser file an 83(b) election? An 83(b) election taxes the purchaser now on the small spread instead of at each vesting event; it MUST be filed within 30 days of purchase and cannot be undone or extended.
- Hold the unvested shares in escrow with the company secretary until they vest? Escrow plus a stock assignment separate from certificate lets the company reclaim unvested shares cleanly without chasing the holder's signature.
- Which state's law governs the agreement? Contract interpretation and disputes follow this state's law; usually the state of incorporation.
- What county and state is the exclusive forum for disputes? Sets where any lawsuit must be brought, avoiding forum fights later.
- On what date did the board approve this issuance? Reciting board approval confirms the shares are validly authorized and issued.
Frequently asked
About the Restricted Stock Purchase Agreement and how HDAi works.
What is a Restricted Stock Purchase Agreement (Founder / Early Hire)? +
A Restricted Stock Purchase Agreement (Founder / Early Hire) is the agreement that issues founder or early-employee shares subject to vesting and a company repurchase right, with a built-in, time-critical 83(b) election that reflects 2025 electronic filing. Founders splitting equity at formation use it, as do very early hires getting stock (not options). It sets up reverse vesting so the company can buy back unvested shares if someone leaves, and it walks through the 30-day 83(b) filing that protects the recipient from a large future tax bill.
Is HDAi's Restricted Stock Purchase Agreement (Founder / Early Hire) legally binding? +
The Restricted Stock Purchase Agreement (Founder / Early Hire) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Restricted Stock Purchase Agreement (Founder / Early Hire)? +
You can generate and download the Restricted Stock Purchase Agreement (Founder / Early Hire) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Restricted Stock Purchase Agreement (Founder / Early Hire) current for 2026? +
Reverse-vesting repurchase mechanics, double-trigger acceleration option, spousal/community-property acknowledgment, and a prominent 83(b) walkthrough current to the IRS's Form 15620 and accepted electronic filing (2025). QSBS clock-start note included.
How long does the Restricted Stock Purchase Agreement (Founder / Early Hire) take? +
Estimated time about 20 min (40 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Restricted Stock Purchase Agreement (Founder / Early Hire) work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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