Restricted Stock Award Agreement

A restricted stock award agreement is a contract between a company and its employee, where the employee is awarded shares of the company`s stock subject to certain restrictions and conditions. In this article, we will discuss the key terms and provisions of a restricted stock award agreement and how they may impact the employee.

Vesting Schedule

The vesting schedule is the period of time during which the employee must fulfill all of the conditions of the award to become fully vested in the stock. The conditions may include continued employment, achievement of performance goals, or other factors specified in the agreement. The vesting schedule may be linear (i.e., vesting equally over time) or may have a cliff (i.e., no vesting until a certain period has passed).

Restrictions on Transfer

Restricted stock is not freely transferable until certain conditions are met. The agreement may prohibit the employee from selling, transferring, or pledging the shares until the restrictions expire. These restrictions may last several years.

Forfeiture Provisions

The agreement may include forfeiture provisions that allow the company to reclaim the shares of stock in certain circumstances. For example, if the employee breaches a non-compete agreement or leaves the company before the vesting schedule is completed, the company may have the right to repurchase the shares at a reduced price.


In general, the value of the restricted stock award is taxed as ordinary income when the shares become vested. This means that the employee will owe taxes on the stock`s value as if it were regular income. The company may withhold taxes at the time of vesting or require the employee to pay the taxes directly.

Potential Benefits of Restricted Stock Awards

There are several potential benefits for employees who receive restricted stock awards. These benefits include:

1. Increased motivation and loyalty. Employees who receive restricted stock awards have a vested interest in the company`s success and are more likely to work harder to achieve the company`s goals.

2. Greater long-term financial gain. Restricted stock awards can provide greater returns than cash bonuses because the stock`s value may increase substantially over time.

3. Increased shareholder alignment. By awarding restricted stock, the company aligns the employee`s interests with those of the shareholders. This can lead to a more cohesive and cooperative work environment.


Restricted stock awards can be an attractive compensation option for employees, providing potential long-term financial benefits and increased motivation. However, it`s important to carefully review and understand the terms and conditions of the agreement before accepting the award. Employees should consult with a financial advisor to understand the tax implications of the award and to determine the best strategies for managing the restricted stock.