Restricted Stock Unit Award Agreement Template for Netherlands

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Key Requirements PROMPT example:

Restricted Stock Unit Award Agreement

"I need a Restricted Stock Unit Award Agreement under Dutch law for our tech startup's standard employee equity program, with a four-year vesting schedule starting March 2025 and annual vesting intervals."

Document background
The Restricted Stock Unit Award Agreement is essential for companies operating in the Netherlands that wish to provide equity-based compensation to their employees as part of their total reward strategy. This document is typically used when a company wants to grant RSUs under an existing equity incentive plan, providing a deferred equity interest that vests over time or upon achieving specific performance conditions. The agreement must comply with Dutch corporate law, securities regulations, employment law, and tax requirements. It includes detailed provisions about the grant, vesting conditions, settlement procedures, tax implications, and restrictions on transfer. The document is particularly important for companies looking to align employee interests with long-term company success while managing regulatory compliance and tax efficiency in the Dutch context.
Suggested Sections

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

2. Background: Context of the grant, reference to the equity incentive plan under which RSUs are granted, and corporate approvals obtained

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

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

5. Vesting Schedule: Specific conditions and timeline 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, reporting obligations, and employee responsibilities under Dutch tax law

8. Restrictions on Transfer: Limitations on the ability to transfer, sell or encumber the RSUs or resulting shares

9. Termination of Employment: Impact of various types of employment termination on RSU vesting and settlement

10. Data Privacy: Provisions regarding the processing of personal data in accordance with GDPR/AVG

11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and competent courts

Optional Sections

1. Malus and Clawback: Provisions allowing for reduction or reclamation of RSUs in specific circumstances, required for listed companies under Dutch Corporate Governance Code

2. Foreign Securities Laws: Additional provisions required if the grantee resides outside the Netherlands or if the company's shares are listed on foreign exchanges

3. Change in Control: Specific provisions regarding the treatment of RSUs in case of corporate transactions or change in control

4. Dividend Equivalents: Optional provisions regarding the treatment of dividends declared during the vesting period

5. Electronic Acceptance: Provisions for electronic acceptance of the award agreement, if applicable

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

Suggested Schedules

1. Vesting Schedule: Detailed breakdown of vesting dates and corresponding numbers of RSUs

2. Tax Summary: Summary of key Dutch tax implications and withholding requirements

3. Form of Settlement Election: Form for employee to elect settlement in shares or cash, if applicable

4. Country-Specific Terms: Additional terms applicable to specific jurisdictions if agreement is part of a global program

5. Data Processing Notice: Detailed information about personal data processing as required under GDPR/AVG

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

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Human Resources

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Chief Executive Officer

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Chief Human Resources Officer

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Employee Benefits Administrator

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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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