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Stock Grant Agreement

Stock Grant Agreement Template for Netherlands

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Key Requirements PROMPT example:

Stock Grant Agreement

"I need a Stock Grant Agreement under Dutch law for our tech company's CTO, covering 10,000 shares with a 4-year vesting schedule starting March 1, 2025, including standard good/bad leaver provisions and change of control protection."

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Document background
The Stock Grant Agreement is a crucial document used by Dutch companies to formalize the allocation of company shares to employees, directors, or other eligible individuals as part of equity-based compensation programs. This agreement is particularly important in the Netherlands where specific corporate, securities, and tax laws govern such arrangements. The document outlines the complete terms of the share grant, including the number and type of shares, vesting conditions, and any restrictions on transfer. It ensures compliance with Dutch legal requirements, including the Dutch Civil Code provisions on share issuance and transfer, tax regulations regarding equity compensation, and where applicable, financial supervision laws. The agreement is commonly used by both private and public companies as part of their talent retention and long-term incentive strategies, often in conjunction with broader equity incentive plans.
Suggested Sections

1. Parties: Identification of the company issuing the shares and the grantee receiving the stock grant

2. Background: Context of the stock grant, including reference to any equity incentive plan or employment relationship

3. Definitions: Key terms used throughout the agreement, including technical and financial terminology

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

5. Vesting Schedule: Timeline and conditions under which the shares will vest

6. Issue Price and Payment: Any consideration payable for the shares and payment terms

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

8. Tax Obligations: Responsibilities for tax payments and withholding obligations

9. Compliance with Laws: Obligations to comply with relevant securities laws and corporate regulations

10. Termination Provisions: Effects of employment termination on vested and unvested shares

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

12. Notices: Process for formal communications between parties

13. Entire Agreement: Integration clause confirming the complete agreement between parties

Optional Sections

1. Performance Conditions: Additional vesting conditions tied to company or individual performance metrics

2. Change of Control Provisions: Special provisions for what happens to granted shares in case of company sale or merger

3. Lock-up Period: For listed companies, restrictions on selling shares for a specified period

4. Bad Leaver Provisions: Specific consequences for termination due to misconduct or cause

5. Shareholders' Agreement Adherence: Required when grantee must become party to existing shareholders' agreement

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

7. Competition and Confidentiality: Non-compete and confidentiality obligations related to share ownership

8. Tag-Along Rights: Rights to participate in sale of shares by major shareholders

Suggested Schedules

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

2. Share Certificate: Form of share certificate or extract from shareholders register

3. Tax Treatment Summary: Overview of applicable tax treatment under Dutch law

4. Power of Attorney: Form for appointing company representatives for share-related matters

5. Deed of Adherence: Form for adherence to shareholders' agreement if applicable

6. Performance Metrics: Detailed description of any performance-based vesting conditions

7. Company's Articles of Association: Current articles of association relevant to share ownership

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
Cause
Change of Control
Company
Confidential Information
Dutch Civil Code
Effective Date
Equity Incentive Plan
Fair Market Value
Good Leaver
Grant Date
Granted Shares
Grantee
Group
Group Company
Issue Price
Lock-up Period
Management Board
Nominal Value
Notice
Parent Company
Performance Conditions
Performance Period
Restricted Period
Securities
Share
Shareholders
Shareholders Agreement
Shareholders Register
Subsidiary
Supervisory Board
Tax
Tax Authority
Termination Date
Termination of Employment
Transfer
Unvested Shares
Vest
Vested Shares
Vesting Date
Vesting Period
Vesting Schedule
Works Council
Clauses
Grant of Shares
Consideration
Vesting
Share Rights
Transfer Restrictions
Voting Rights
Dividend Rights
Share Administration
Tax Obligations
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Termination
Good Leaver/Bad Leaver Provisions
Change of Control
Tag-Along Rights
Drag-Along Rights
Lock-up
Compliance with Laws
Corporate Governance
Information Rights
Power of Attorney
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Telecommunications

Energy

Media & Entertainment

Retail

Biotechnology

Software

Consulting

Relevant Teams

Legal

Human Resources

Finance

Corporate Secretariat

Executive Management

Compensation & Benefits

Payroll

Tax

Corporate Governance

Share Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

HR Director

Compensation & Benefits Manager

Corporate Secretary

Finance Director

Legal Counsel

HR Manager

Equity Compensation Specialist

Board Member

Executive Director

Senior Manager

Department Head

Key Employee

Industries
Dutch Civil Code (Burgerlijk Wetboek) - Book 2: Contains fundamental provisions regarding corporate law, share capital, and transfer of shares in Dutch companies. Particularly relevant are Articles 2:86-2:97 regarding share transfers and issuance.
Financial Supervision Act (Wet op het financieel toezicht - Wft): Regulates financial markets and their supervision, including requirements for securities trading and public offerings of shares.
Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001): Governs the taxation of income, including the tax treatment of employee stock grants and benefits derived from equity-based compensation.
Dutch Wage Tax Act 1964 (Wet op de loonbelasting 1964): Specifies how stock grants as part of employment compensation should be treated for wage tax purposes.
Works Councils Act (Wet op de ondernemingsraden): May require consultation with works councils for implementing stock grant programs affecting employees.
Market Abuse Regulation (EU) No 596/2014: European regulation directly applicable in the Netherlands, governing insider trading and market manipulation, relevant for listed companies offering stock grants.
General Data Protection Regulation (GDPR): Regulates the processing of personal data involved in administering stock grant programs.
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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