Provisions of employee share purchase agreement
2. (1) An employee share purchase agreement shall contain, in addition to any other terms and conditions that are prescribed or that are agreed to by the parties, the following provisions: 1. The employee shares to be purchased in accordance with the agreement shall be offered for purchase to all eligible employees. 2. A method of valuing such employee shares shall be described which shall apply to all common shares and employee shares issued by the eligible corporation. 3. A subscription price for the employee shares shall be specified and shall comply with the method of valuing the shares. 4. The terms and conditions for the purchase, sale, redemption and transfer, as applicable, of the employee shares shall be specified. 5. The employee shares shall be issued to, and be recorded on the share register in the name of, the eligible employee to be held in escrow by the administrator under the escrow agreement. 6. The eligible corporation shall provide to the eligible employees all financial information necessary to fully inform such employees in respect of the purchase, sale, transfer or redemption of employee shares. 7. The eligible corporation shall issue to the administrator an investment confirmation certificate in the prescribed form in respect of the purchase of employee shares. 8. The eligible corporation shall comply with all the provisions of the Securities Act, including all notice provisions applicable to the issuance, sale or transfer of shares. 9. The eligible corporation shall advise the eligible employees of the provisions of the Securities Act applying to the sale or transfer of shares and applying to insider trading. Provisions of escrow agreement (2) An escrow agreement shall contain, in addition to any other terms and conditions that are prescribed or that are agreed to by the parties, the following provisions: 1. All employee shares purchased by an eligible employee shall be held in escrow by the administrator for a period of two years from the date of purchase, or until sold, whichever is the earlier. 2. The administrator shall be a person who is independent of and is not subject to the direction of the eligible corporation or of any eligible employee. 3. The administrator shall deliver to the eligible employee the investment confirmation certificate issued by the eligible corporation in respect of the employee shares. 4. The administrator shall maintain records of employee shares purchased, sold, transferred or redeemed, in a form acceptable to the Minister and provide to each eligible employee a report of his or her employee shares purchased, sold, transferred or redeemed. 5. All proceeds receivable by an eligible employee on the sale, transfer or redemption of the employee shares held in escrow shall be paid to the administrator. 6. The administrator shall withhold from proceeds received on a sale, transfer or redemption of employee shares paid under paragraph 5 an amount equal to the lesser of the grant paid under section 12 and the amount determined by prescribed formula, and shall remit such amount to the Treasurer of Ontario. 7. The administrator shall file an annual return with the Minister in the manner, at the time and in the form prescribed. R.S.O. 1990, c. E.10, s. 2.