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Earned Equity Agreement

Earned Equity Agreement Template for Netherlands

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Key Requirements PROMPT example:

Earned Equity Agreement

"Need an Earned Equity Agreement for our Dutch tech startup, offering our senior developers 0.5% equity each with 4-year vesting starting March 2025, including quarterly performance targets and specific provisions for an anticipated Series B funding round."

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Document background
The Earned Equity Agreement serves as a crucial instrument for companies operating under Dutch law to attract, retain, and motivate key personnel by offering them the opportunity to acquire ownership in the business through their continued service and performance. This document type is particularly relevant for growing companies, scale-ups, and established businesses looking to align employee interests with company success. The agreement must comply with Dutch corporate law requirements, including the Dutch Civil Code (Burgerlijk Wetboek) and financial regulations, while addressing tax implications for both the company and equity recipients. Earned Equity Agreements typically include detailed vesting schedules, performance metrics, and conditions for equity acquisition, along with provisions for various business scenarios such as exits, terminations, or corporate restructuring.
Suggested Sections

1. Parties: Identification of the company issuing equity and the recipient (typically an employee or contractor)

2. Background: Context of the agreement, relationship between parties, and purpose of the equity arrangement

3. Definitions: Key terms used throughout the agreement, including specific Dutch legal terminology

4. Grant of Equity Rights: Details of the equity being granted, including type of shares, number/percentage, and nominal value

5. Vesting Schedule: Specific conditions and timeline under which equity rights are earned

6. Performance Criteria: Measurable targets or milestones that must be met to earn equity

7. Rights and Restrictions: Voting rights, dividend rights, and any restrictions on transfer or sale of earned equity

8. Tax Implications: Overview of tax treatment and responsibilities under Dutch tax law

9. Termination Provisions: Consequences of employment/engagement termination on earned and unvested equity

10. Confidentiality: Obligations regarding confidential information related to the equity arrangement

11. Governing Law and Jurisdiction: Specification of Dutch law application and jurisdiction for disputes

12. General Provisions: Standard clauses including amendments, notices, and entire agreement provisions

Optional Sections

1. Tag-Along Rights: Include when providing rights to join in sale of shares by majority shareholders

2. Drag-Along Rights: Include when majority shareholders want right to force minority holders to join in sale

3. Bad Leaver Provisions: Include specific consequences for termination due to misconduct or breach

4. Good Leaver Provisions: Include specific treatment for termination due to death, disability, or retirement

5. Share Transfer Restrictions: Include detailed transfer restrictions beyond standard provisions

6. Anti-dilution Protection: Include if offering protection against future dilution of equity

7. Works Council Approval: Include if works council consultation/approval is required under Dutch law

Suggested Schedules

1. Vesting Schedule Details: Detailed breakdown of vesting timeline and milestones

2. Share Valuation Methodology: Agreed method for valuing shares for various purposes

3. Performance Metrics: Detailed description of performance criteria and measurement methods

4. Shareholders Agreement: Copy or relevant excerpts of existing shareholders agreement

5. Articles of Association: Relevant excerpts of company's articles of association

6. Tax Calculations Example: Illustrative examples of tax treatment under different scenarios

7. Form of Shareholders Resolution: Template for required shareholders resolutions for share issuance

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
Clauses
Definitions and Interpretation
Grant of Equity
Vesting Conditions
Performance Requirements
Share Issuance
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Voting Rights
Dividend Rights
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Termination Provisions
Good Leaver Provisions
Bad Leaver Provisions
Change of Control
Exit Provisions
Tax Compliance
Regulatory Compliance
Works Council Approval
Assignment and Transfer
Amendments
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Force Majeure
Representations and Warranties
Data Protection
Costs and Expenses
Third Party Rights
Further Assurance
Relevant Industries

Technology

Professional Services

Financial Services

Healthcare

Manufacturing

E-commerce

Consulting

Software Development

Biotechnology

Renewable Energy

Media and Entertainment

Real Estate

Telecommunications

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Board of Directors

Corporate Governance

Compensation & Benefits

Talent Acquisition

Corporate Development

Relevant Roles

CEO

CFO

CTO

Senior Developer

Product Manager

Sales Director

Business Development Manager

Department Head

Senior Consultant

Research Scientist

Key Account Manager

Technical Lead

Principal Engineer

Managing Director

VP of Operations

Head of Strategy

Senior Designer

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Governs corporate law in the Netherlands, including regulations on share capital, transfer of shares, and corporate governance structures
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Regulates taxation of corporate entities and equity-based compensation arrangements
Dutch Income Tax Act (Wet inkomstenbelasting): Covers personal income tax implications for equity recipients, including taxation of benefits from employment
Financial Supervision Act (Wet op het financieel toezicht): Regulates financial markets and securities, including requirements for offering equity to employees
Dutch Employment Law (Arbeidsrecht): Governs employment relationships and conditions, including equity-based compensation as part of employment agreements
Works Councils Act (Wet op de ondernemingsraden): May require works council consultation for implementing equity compensation schemes affecting employees
General Data Protection Regulation (GDPR/AVG): Regulates personal data processing in equity agreements and related documentation
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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