Restricted Stock Unit Agreement Template for Netherlands

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Key Requirements PROMPT example:

Restricted Stock Unit Agreement

"I need a Restricted Stock Unit Agreement under Dutch law for our tech company's standard equity compensation program, covering a four-year vesting period starting March 2025, with provisions for both Dutch and international employees."

Document background
The Restricted Stock Unit Agreement serves as a crucial document for companies operating under Dutch law who wish to provide equity-based compensation to their employees. It is commonly used by both Dutch companies and international organizations with Dutch employees, particularly in scenarios where companies want to attract and retain talent while aligning employee interests with company growth. The agreement must comply with Dutch corporate law, tax regulations, and employment legislation, making it distinct from RSU agreements in other jurisdictions. It typically contains specific provisions addressing Dutch tax treatment of equity compensation, works council requirements if applicable, and GDPR compliance. This document is essential for implementing employee incentive schemes and should be carefully drafted to ensure compliance with all relevant Dutch legal requirements while maintaining clarity for all parties involved.
Suggested Sections

1. Parties: Identification of the company granting the RSUs and the employee receiving them

2. Background: Context of the RSU grant, reference to the equity incentive plan, and employment relationship

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, including any performance criteria

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

7. Tax Obligations: Treatment of tax withholding and reporting obligations

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

9. Transfer Restrictions: Limitations on transferring or pledging RSUs or resulting shares

10. Adjustments: Provisions for corporate events affecting shares (splits, mergers, etc.)

11. Data Privacy: Consent and provisions for processing personal data under GDPR

12. Governing Law: Application of Dutch law and jurisdiction

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

Optional Sections

1. Malus and Clawback: Provisions allowing company to recoup or cancel RSUs in case of misconduct, typically included for senior executives

2. International Provisions: Additional terms for employees in multiple jurisdictions

3. Lock-up Period: Additional holding requirements after vesting, often used in IPO contexts

4. Good Leaver/Bad Leaver: Specific provisions detailing treatment of RSUs under different termination scenarios

5. Change of Control: Special provisions for corporate transactions affecting control

6. Works Council Approval: Reference to works council approval if required under Dutch law

7. Non-Competition and Confidentiality: Additional restrictive covenants tied to the RSU grant

Suggested Schedules

1. Schedule 1 - Notice of Grant: Detailed information about the specific grant including number of RSUs and vesting dates

2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting dates and any applicable performance criteria

3. Schedule 3 - Tax Summary: Overview of tax treatment and withholding procedures in relevant jurisdictions

4. Schedule 4 - Administrative Procedures: Process for settling RSUs and delivering shares

5. Appendix A - Equity Incentive Plan: Copy or summary of the overarching equity incentive plan

6. Appendix B - Data Privacy Notice: Detailed information about personal data processing under GDPR

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

Relevant legal definitions
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Telecommunications

Energy

Media and Entertainment

Biotechnology

E-commerce

Software

Consulting

Relevant Teams

Human Resources

Legal

Finance

Compensation and Benefits

Executive Leadership

Corporate Governance

Payroll

Employee Relations

Compliance

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Senior Software Engineer

Product Manager

Sales Director

Human Resources Director

Legal Counsel

Finance Manager

Operations Manager

Research Scientist

Marketing Director

Business Development Manager

Department Head

Vice President

Senior Consultant

Principal Engineer

Project Manager

Industries
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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