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Share Vesting Agreement

Share Vesting Agreement Template for Netherlands

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Key Requirements PROMPT example:

Share Vesting Agreement

"I need a Share Vesting Agreement for our Dutch tech startup's CTO, covering 5% of company shares with a 4-year vesting period starting January 2025, including accelerated vesting provisions in case of company acquisition."

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Document background
Share Vesting Agreements are essential documents in the Dutch corporate landscape, particularly for companies looking to attract and retain key talent through equity compensation. This type of agreement is commonly used by startups, scale-ups, and established companies in the Netherlands who want to align employee interests with company growth while complying with Dutch corporate law requirements. The Share Vesting Agreement specifically details how and when shares will be earned over time, typically including a cliff period and subsequent vesting milestones. It encompasses crucial elements such as good leaver/bad leaver provisions, tax considerations under Dutch law, and various shareholder rights. The document is particularly important in the context of Dutch corporate governance, where specific requirements exist regarding share transfers, shareholder registrations, and corporate approvals.
Suggested Sections

1. Parties: Identification of the company, the shareholder(s), and any other relevant parties

2. Background: Context of the agreement, including the company's share capital structure and reason for the vesting arrangement

3. Definitions: Key terms used throughout the agreement, including vesting period, cliff period, good leaver/bad leaver definitions

4. Grant of Shares: Details of the shares being granted, including number, class, and nominal value

5. Vesting Schedule: Specific timing and conditions for share vesting, including cliff period and regular vesting intervals

6. Vesting Conditions: Performance conditions, continued employment requirements, or other conditions that must be met for vesting

7. Transfer Restrictions: Limitations on the transfer of unvested and vested shares

8. Termination Provisions: Consequences of employment termination on vested and unvested shares

9. Tax Provisions: Responsibilities for tax payments and filings related to the shares

10. Shareholders' Rights: Voting rights, dividend rights, and other shareholder privileges during vesting period

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

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Include when majority shareholders might sell their shares, protecting minority shareholders

2. Drag-Along Rights: Include when the company wants to ensure that minority shareholders can be forced to join in a sale

3. Non-Competition and Confidentiality: Include when additional protective covenants are required beyond standard employment agreements

4. Accelerated Vesting Provisions: Include when specific events (like change of control) should trigger accelerated vesting

5. Shareholder Approval Requirements: Include when specific corporate approvals are needed for share transfers

6. Put and Call Options: Include when the company or other shareholders should have rights to purchase shares under specific circumstances

7. Anti-dilution Protection: Include when protecting against share dilution is important for the shareholder

Suggested Schedules

1. Vesting Schedule Details: Detailed breakdown of vesting dates and percentages

2. Share Certificate: Form of share certificate to be issued

3. Deed of Adherence: Form for additional parties to join the agreement

4. Company's Articles of Association: Current articles of association showing share capital structure

5. Shareholders' Resolution: Resolution approving the share issuance and vesting arrangement

6. Tax Election Forms: Required forms for Dutch tax authorities

7. Share Valuation Report: Independent valuation of shares for tax purposes

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
Agreement
Articles of Association
Bad Leaver
Board
Business Day
Change of Control
Cliff Period
Company
Confidential Information
Deed of Transfer
Effective Date
Employee
Encumbrance
Exercise Notice
Exercise Price
Fair Market Value
Fully Diluted Share Capital
Good Leaver
Grant Date
Holding Period
IPO
Lapse Date
Notice
Ordinary Shares
Parent Company
Parties
Performance Conditions
Permitted Transfer
Recipient
Related Persons
Shareholders
Shareholders' Agreement
Shares
Share Certificate
Subsidiary
Tag-Along Right
Termination Date
Transfer
Trust Office Foundation
Unvested Shares
Valuation
Vested Shares
Vesting Commencement Date
Vesting Date
Vesting Period
Vesting Schedule
Voting Rights
Clauses
Interpretation
Grant of Shares
Vesting Conditions
Share Transfer Restrictions
Voting Rights
Dividend Rights
Leaver Provisions
Termination
Accelerated Vesting
Lock-up Period
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Share Valuation
Confidentiality
Non-Competition
Non-Solicitation
Tax Provisions
Corporate Governance
Information Rights
Registration Rights
Representations and Warranties
Anti-dilution Protection
Amendment and Waiver
Assignment
Notices
Costs
Severability
Entire Agreement
Governing Law
Dispute Resolution
Relevant Industries

Technology

Start-ups

Scale-ups

Professional Services

Financial Services

Consulting

Software Development

Biotechnology

Clean Technology

E-commerce

Digital Media

Healthcare Technology

Venture Capital

Private Equity

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Board of Directors

Corporate Governance

Compensation & Benefits

Stock Administration

Corporate Development

Talent Acquisition

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Human Resources Director

Legal Counsel

Corporate Lawyer

Finance Director

Company Secretary

HR Manager

Compensation & Benefits Manager

Senior Software Engineer

Product Manager

Sales Director

Business Development Manager

Founder

Co-Founder

Board Member

General Counsel

Equity Compensation Specialist

Industries
Dutch Civil Code (Burgerlijk Wetboek) - Book 2: Contains fundamental rules about corporate entities, share capital, and shareholder rights in the Netherlands
Financial Supervision Act (Wet op het financieel toezicht): Regulates financial markets and securities trading, including requirements for share transfers and reporting obligations
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Governs the tax treatment of share-based compensation and corporate restructuring
Dutch Income Tax Act (Wet inkomstenbelasting): Regulates personal income tax implications for share awards and vesting schemes
Works Councils Act (Wet op de ondernemingsraden): May be relevant if the share vesting scheme affects a substantial number of employees
Dutch Employment Law (Arbeidsrecht): Relevant for employment-related aspects of share vesting agreements, particularly when tied to employment conditions
General Data Protection Regulation (GDPR): Applies to personal data processing involved in administering the share vesting scheme
Articles of Association (Statuten): Company's constitutional document that may contain specific provisions about share transfers and restrictions
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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