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Stock Option Purchase Agreement

Stock Option Purchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

Stock Option Purchase Agreement

"I need a Stock Option Purchase Agreement under Dutch law for our tech startup, granting 10,000 options to our new CTO with a 4-year vesting period starting March 1, 2025, including specific provisions for an anticipated IPO within the next two years."

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Document background
The Stock Option Purchase Agreement is a critical document used when companies wish to offer equity participation to employees or other stakeholders under Dutch law. It serves as the primary legal instrument for documenting the grant of options to purchase company shares, typically used as part of compensation packages to attract and retain talent, particularly in growth-oriented sectors. The agreement must comply with Dutch corporate law, tax regulations, and financial supervision requirements, especially regarding share issuance and transfer restrictions. It includes detailed provisions on vesting conditions, exercise procedures, and rights and obligations of both the company and option holder. This document is particularly relevant for Dutch companies implementing employee incentive schemes, startups planning for growth, and established companies looking to align employee interests with company success.
Suggested Sections

1. Parties: Identification of the company granting the options and the option recipient

2. Background: Context of the option grant and relationship between the parties

3. Definitions: Key terms used throughout the agreement, including 'Option', 'Exercise Price', 'Shares', etc.

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

5. Exercise Period: Timeframe during which the options may be exercised

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

7. Exercise Procedure: Process and requirements for exercising the options

8. Payment Terms: Methods and requirements for paying the exercise price

9. Tax Provisions: Tax obligations and responsibilities of both parties

10. Transferability Restrictions: Limitations on transferring or assigning the options

11. Termination Provisions: Effects of employment termination or other events on the options

12. Representations and Warranties: Statements of fact and promises by both parties

13. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes

14. Miscellaneous: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Change of Control Provisions: Special terms applying in case of company sale or merger

2. Lock-up Period: Restrictions on selling shares after exercise, typically for private companies

3. Tag-Along Rights: Right to participate in sale of shares by majority shareholders

4. Drag-Along Rights: Obligation to participate in sale of shares when required by majority

5. Bad Leaver Provisions: Consequences for option holders leaving under negative circumstances

6. Competition and Confidentiality: Non-compete and confidentiality obligations, if not covered elsewhere

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

8. Market Abuse Provisions: Special provisions for listed companies regarding insider trading

Suggested Schedules

1. Option Certificate: Formal document evidencing the grant of options

2. Exercise Notice: Template form for exercising options

3. Deed of Adherence: Form to bind option holder to company's shareholders' agreement

4. Shareholders' Agreement: Summary of or reference to key shareholders' agreement terms

5. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions

6. Tax Treatment Summary: Overview of tax implications under Dutch law

7. Company Articles: Relevant excerpts from company's articles of association

8. Share Capital Overview: Current structure of company's share capital

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
Company
Competitor
Confidential Information
Deed of Adherence
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
Good Leaver
Grant Date
Group
Holding Period
Initial Public Offering
Lock-up Period
Option
Option Certificate
Option Holder
Option Shares
Parties
Plan
Shareholders' Agreement
Shares
Subsidiary
Tag-Along Rights
Termination Date
Transfer
Vesting Date
Vesting Period
Vesting Schedule
Works Council
Clauses
Grant of Options
Consideration
Vesting
Exercise Rights
Exercise Procedure
Payment Terms
Transfer Restrictions
Termination Rights
Tag-Along Rights
Drag-Along Rights
Change of Control
Representations and Warranties
Tax Obligations
Confidentiality
Non-Competition
Data Protection
Notice Requirements
Amendment
Assignment
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Share Capital
Shareholder Rights
Lock-up
Good Leaver/Bad Leaver
Regulatory Compliance
Works Council Approval
Relevant Industries

Technology

Financial Services

Professional Services

Healthcare

Biotechnology

E-commerce

Software Development

Manufacturing

Consulting

Media and Entertainment

Telecommunications

Startup Ecosystem

Real Estate

Energy

Retail

Relevant Teams

Legal

Human Resources

Finance

Compensation & Benefits

Corporate Governance

Tax

Compliance

Risk Management

Executive Leadership

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Human Resources Director

Legal Counsel

Compensation and Benefits Manager

Corporate Secretary

Finance Manager

HR Business Partner

Talent Acquisition Manager

Employee Relations Manager

Stock Plan Administrator

Equity Compensation Specialist

Corporate Governance Officer

Risk Management Officer

Tax Manager

Compliance Officer

Industries
Dutch Civil Code (Burgerlijk Wetboek): Governs general contract law principles, formation of agreements, and obligations between parties. Book 2 specifically deals with legal entities and corporate matters.
Dutch Financial Supervision Act (Wet op het financieel toezicht): Regulates financial markets and their supervision, particularly relevant if the company is listed or if the options qualify as financial instruments.
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Governs the tax treatment of stock options for the issuing company, including deductibility of costs.
Dutch Income Tax Act (Wet inkomstenbelasting): Regulates the taxation of stock options for individual option holders, including moment of taxation and tax rates.
Dutch Works Council Act (Wet op de ondernemingsraden): May require works council consultation if the stock option plan affects a substantial number of employees.
Market Abuse Regulation (EU MAR): Relevant for listed companies regarding insider trading and market manipulation prevention in relation to stock options.
Dutch GDPR Implementation Act (Uitvoeringswet AVG): Governs the processing of personal data of option holders in administering the stock option plan.
Dutch Competition Act (Mededingingswet): May be relevant if stock options create ties between competing companies or affect market competition.
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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