Stock Option Agreement Template for Netherlands

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Key Requirements PROMPT example:

Stock Option Agreement

"I need a Stock Option Agreement under Dutch law for our Series B startup, granting options to senior developers with a 4-year vesting schedule and cliff period, including specific provisions for a potential IPO in 2025."

Document background
The Stock Option Agreement is a fundamental instrument used by companies in the Netherlands to provide employees and consultants with the right to purchase company shares at a predetermined price within a specified timeframe. This document is particularly crucial for startups, scale-ups, and established companies looking to attract and retain talent by offering equity-based compensation. The agreement must comply with Dutch corporate law, tax regulations (including the Dutch Income Tax Act 2001 and Wage Tax Act), financial supervision requirements (Wet op het financieel toezicht), and EU regulations. It typically becomes relevant during employee onboarding, funding rounds, or when implementing company-wide incentive schemes. The document details grant terms, vesting conditions, exercise procedures, and tax implications, while accounting for specific Dutch legal requirements such as works council approval where applicable.
Suggested Sections

1. Parties: Identification of the company granting the options and the option holder (employee/consultant)

2. Background: Context of the agreement, including reference to employment relationship and stock option plan

3. Definitions: Key terms including Exercise Price, Option Shares, Vesting Date, Exercise Period, etc.

4. Grant of Option: Details of the stock options being granted, including number of shares and exercise price

5. Vesting Schedule: Timeline and conditions for when options become exercisable

6. Exercise of Option: Process and conditions for exercising options, including payment methods and notice requirements

7. Term and Expiration: Duration of the option grant and circumstances of expiration

8. Taxation: Tax obligations and responsibilities of both parties

9. Transfer Restrictions: Limitations on transferring or assigning the options

10. Termination of Employment: Impact of employment termination on options

11. Adjustments: Provisions for corporate events like stock splits or mergers

12. Compliance with Laws: Commitment to comply with applicable securities and other laws

13. Data Privacy: Provisions regarding handling of personal data under GDPR

14. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction specifications

Optional Sections

1. Change of Control: Special provisions for company sale or merger - include if company anticipates potential M&A

2. Good Leaver/Bad Leaver: Different treatment of options based on circumstances of employment termination - include for senior executives

3. Shareholder Rights: Rights of option holder pre/post exercise - include if granting special voting or other rights

4. Lock-up Period: Restrictions on selling shares after exercise - include for pre-IPO companies

5. Drag-along/Tag-along: Rights in case of sale of company shares - include for private companies

6. Non-Competition: Additional non-compete provisions - include for senior positions

7. Works Council Approval: Reference to works council approval - include if required under Dutch law

Suggested Schedules

1. Notice of Exercise: Template form for exercising options

2. Vesting Schedule: Detailed breakdown of vesting dates and quantities

3. Tax Summary: Overview of applicable Dutch tax treatment

4. Stock Option Plan: Copy or summary of the company's stock option plan

5. Shareholders' Agreement: Summary of key shareholders' agreement provisions applicable post-exercise

6. Articles of Association: Relevant excerpts from company's articles affecting option holders

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 Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

E-commerce

Software Development

Biotechnology

Retail

Telecommunications

Media & Entertainment

Real Estate

Energy

Consulting

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Development

Compensation & Benefits

Payroll

Compliance

Relevant Roles

CEO

CFO

CTO

Software Engineer

Product Manager

Sales Director

HR Director

Legal Counsel

Marketing Manager

Business Development Manager

Research Scientist

Operations Manager

Department Head

Senior Developer

Account Executive

Financial Controller

Technical Lead

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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