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Vested Equity Agreement
"I need a Vested Equity Agreement under Dutch law for our Series B startup, granting stock options to our new CTO with a 4-year vesting period starting March 2025, including specific provisions for IP protection and accelerated vesting in case of acquisition."
1. Parties: Identification of the Company, the Equity Recipient, and any other relevant parties
2. Background: Context of the agreement, relationship between parties, and purpose of the equity grant
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of Equity: Details of the equity being granted, including type, amount, and nominal value
5. Vesting Schedule: Specific terms of the vesting schedule, including cliff period, vesting frequency, and total vesting period
6. Vesting Conditions: Performance conditions, time-based conditions, and any other requirements for vesting
7. Exercise Terms: Procedures and conditions for exercising vested equity rights
8. Tax Provisions: Tax obligations, responsibilities, and procedures under Dutch tax law
9. Termination Provisions: Effects of employment termination on vested and unvested equity
10. Transfer Restrictions: Limitations on transfer of equity rights and any lock-up periods
11. Shareholders' Rights: Voting rights, dividend rights, and other shareholder privileges
12. Representations and Warranties: Standard declarations by both parties regarding capacity and authority
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Drag-Along Rights: Include when company wants to ensure minority shareholders can be forced to join in sale of company
2. Tag-Along Rights: Include when equity recipients should have right to join in sale of shares by majority shareholders
3. Bad Leaver Provisions: Include when company wants specific consequences for termination due to misconduct
4. Good Leaver Provisions: Include when different treatment is desired for amicable employment termination
5. Anti-dilution Protection: Include when equity recipients should be protected against dilution from future share issuances
6. Right of First Refusal: Include when company or existing shareholders should have priority right to purchase shares
7. Restrictive Covenants: Include when additional non-compete or non-solicitation provisions are needed
8. Works Council Approval: Include when works council consultation/approval is required under Dutch law
1. Vesting Schedule: Detailed breakdown of vesting dates and percentages
2. Shareholders' Agreement: Copy or summary of relevant provisions from company's shareholders' agreement
3. Articles of Association: Relevant excerpts from company's articles of association
4. Share Valuation Method: Agreed methodology for valuing shares for tax and transfer purposes
5. Exercise Notice: Template form for exercising vested equity rights
6. Deed of Adherence: Form for adherence to company's shareholders' agreement
7. Tax Election Forms: Required Dutch tax forms and elections
8. Board Resolution: Copy of board resolution approving the equity grant
Authors
Articles of Association
Bad Leaver
Board
Business Day
Cause
Change of Control
Cliff Period
Company
Competitor
Confidential Information
Deed of Adherence
Director
Disability
Effective Date
Equity Interest
Exercise Notice
Exercise Period
Exercise Price
Exit Event
Fair Market Value
Fully Diluted Basis
Good Leaver
Grant Date
Group
Holding Period
IPO
Issue Price
Lock-up Period
Market Value
Nominal Value
Notice
Parent Company
Participant
Performance Conditions
Qualifying Termination
Related Persons
Restricted Period
Share
Shareholders' Agreement
Subsidiary
Tag-Along Right
Termination Date
Transfer
Unvested Equity
Valuation
Vested Equity
Vesting Commencement Date
Vesting Date
Vesting Period
Vesting Schedule
Works Council
Working Day
Vesting Conditions
Exercise Rights
Transfer Restrictions
Shareholder Rights
Drag-Along Rights
Tag-Along Rights
Pre-emptive Rights
Right of First Refusal
Lock-up
Good Leaver Provisions
Bad Leaver Provisions
Termination Consequences
Non-Competition
Non-Solicitation
Confidentiality
Tax Obligations
Representations and Warranties
Information Rights
Corporate Governance
Exit Provisions
Change of Control
Share Valuation
Anti-dilution
Put and Call Options
Amendments
Assignment
Notices
Severability
Entire Agreement
Governing Law
Dispute Resolution
Data Protection
Works Council Approval
Share Administration
Technology
Software
E-commerce
Financial Services
Professional Services
Healthcare
Biotechnology
Clean Energy
Manufacturing
Retail
Media and Entertainment
Telecommunications
Consulting
Real Estate
Consumer Goods
Legal
Human Resources
Finance
Executive Leadership
Corporate Governance
Compensation & Benefits
People Operations
Accounting
Tax
Compliance
CEO
CFO
General Counsel
HR Director
Compensation Manager
Financial Controller
Legal Counsel
Corporate Secretary
Head of People Operations
Equity Compensation Specialist
Board Member
Chief Technology Officer
Senior Software Engineer
Product Manager
Sales Director
Department Head
Senior Executive
Startup Founder
Managing Director
VP of Human Resources
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