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Restricted Stock Unit Award Agreement

Restricted Stock Unit Award Agreement Template for Germany

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Key Requirements PROMPT example:

Restricted Stock Unit Award Agreement

"I need a Restricted Stock Unit Award Agreement under German law for our tech startup's senior developers, with quarterly vesting over 4 years starting March 2025, and including specific provisions for remote workers in different German states."

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Document background
The Restricted Stock Unit Award Agreement is used when a company wishes to grant equity-based compensation to employees in Germany as part of their total compensation package. This document is essential for companies offering RSUs to German employees, as it must comply with specific German legal requirements including corporate law (Aktiengesetz), securities regulations, employment law, and data protection requirements under GDPR. The agreement outlines the grant details, vesting conditions, settlement procedures, and tax implications while ensuring compliance with German regulatory framework. It serves as the primary legal document governing the RSU relationship between the company and the employee, typically issued in conjunction with a broader equity incentive plan.
Suggested Sections

1. Parties: Identification of the granting company and the RSU recipient (employee)

2. Background: Context of the RSU grant and reference to the equity plan under which RSUs are granted

3. Definitions: Key terms used throughout the agreement including 'RSUs', 'Vesting Date', 'Share', etc.

4. Grant of RSUs: Details of the RSU award including number of units and grant date

5. Vesting Schedule: Timing and conditions for RSU vesting

6. Settlement of RSUs: Process and timing for converting vested RSUs into shares or cash

7. Tax Obligations: Tax withholding requirements and responsibilities under German tax law

8. Employment Relationship: Clarification that the RSU grant does not affect employment terms

9. Data Protection: GDPR-compliant provisions for processing personal data

10. Compliance with Laws: Participant's obligation to comply with applicable securities and other laws

11. Governing Law and Jurisdiction: Application of German law and competent courts

Optional Sections

1. Malus and Clawback: Provisions for recouping RSUs in case of misconduct or financial restatement

2. Foreign Exchange Provisions: Required for international participants or cross-border transfers

3. Change of Control: Treatment of RSUs in case of corporate transaction or merger

4. Non-Competition and Non-Solicitation: Restrictive covenants (if permissible under local law)

5. Works Council Approval: Reference to works council approval if required

6. Special Retirement Provisions: Treatment of RSUs upon retirement

7. Disability and Death: Treatment of RSUs upon disability or death

Suggested Schedules

1. Schedule 1: Vesting Schedule: Detailed breakdown of vesting dates and conditions

2. Schedule 2: Tax Summary: Overview of applicable German tax treatment

3. Schedule 3: Data Processing Notice: Detailed GDPR-compliant data protection information

4. Appendix A: Copy of Plan: Copy or summary of the equity plan under which RSUs are granted

5. Appendix B: Consent Forms: Required acknowledgments and consents from participant

6. Appendix C: Country-Specific Terms: Additional terms specific to German grants

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Relevant Industries

Technology

Financial Services

Manufacturing

Professional Services

Healthcare

Telecommunications

Consumer Goods

Energy

Media and Entertainment

Life Sciences

Retail

Transportation and Logistics

Relevant Teams

Legal

Human Resources

Compensation and Benefits

Finance

Tax

Compliance

Corporate Governance

Executive Leadership

Payroll

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

HR Director

Compensation Manager

Stock Plan Administrator

Legal Counsel

Compliance Officer

Tax Manager

Software Engineer

Sales Director

Product Manager

Research Scientist

Senior Executive

Department Head

Vice President

Industries
German Stock Corporation Act (Aktiengesetz - AktG): Governs the issuance of shares, corporate actions, and shareholder rights in German stock corporations
German Securities Trading Act (Wertpapierhandelsgesetz - WpHG): Regulates securities trading and provides framework for financial instruments including employee equity compensation
German Civil Code (Bürgerliches Gesetzbuch - BGB): Provides the basic framework for contractual relationships and obligations under German law
German Income Tax Act (Einkommensteuergesetz - EStG): Governs taxation of equity-based compensation and defines tax treatment of RSUs
German Employment Law (Arbeitsrecht): Regulates employment relationships and employee compensation, including equity-based benefits
General Data Protection Regulation (GDPR) and German Federal Data Protection Act (BDSG): Governs the processing of personal data in connection with RSU administration
German Foreign Trade and Payments Act (Außenwirtschaftsgesetz - AWG): Regulates cross-border transactions including international equity transfers
German Banking Act (Kreditwesengesetz - KWG): Relevant for custody and administration of securities including RSUs
Works Constitution Act (Betriebsverfassungsgesetz - BetrVG): May be relevant if works council consultation is required for RSU program implementation
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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