Restricted Stock Award Agreement

Company: [Company Name] · Recipient: [Recipient Name] · Grant Date: [Date]

1. Grant

Subject to this Agreement and the Company's [Equity Incentive Plan Name], the Company grants Recipient [Number] shares of [Class] common stock (the "Shares"), issued as of the Grant Date and subject to the vesting and repurchase terms below.

2. Vesting Schedule

The Shares vest as follows: [e.g. "25% after one year, then monthly over the following 36 months"]. Unvested Shares remain subject to the Company's repurchase right in Section 3.

3. Repurchase Right

If Recipient's service ends for any reason before the Shares are fully vested, the Company may repurchase any unvested Shares at [original purchase price / $0.00], at its option.

4. Section 83(b) Election

Because the Shares are issued at grant subject to vesting, Recipient may file a Section 83(b) election with the IRS within 30 days of the Grant Date to be taxed on their value now rather than as they vest. Recipient is solely responsible for this election and should consult a tax advisor.

5. Restrictions and Rights

Recipient may not sell, transfer, or pledge unvested Shares. Recipient holds voting and dividend rights in the Shares from the Grant Date, whether or not vested, unless the Plan states otherwise.

Company: ______________________ Date: ____________ Recipient: ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal or tax advice. An RSA differs from a Restricted Stock Unit (RSU): an RSA issues real shares at grant (enabling an 83(b) election), while an RSU only delivers shares later, at vesting. Consult a securities attorney and tax advisor before granting equity.*