Vested Equity Agreement Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Vested Equity Agreement serves as a crucial instrument for companies operating under Dutch law to attract, retain, and motivate key personnel by offering them a stake in the company's success. This document is particularly relevant for startups, scale-ups, and established companies implementing employee equity programs, providing a structured framework for gradual equity ownership. It addresses critical aspects such as vesting schedules, performance conditions, tax implications under Dutch tax law, and compliance with Dutch corporate regulations. The agreement typically forms part of a broader compensation strategy and requires careful consideration of both Dutch employment law and corporate governance requirements. Companies commonly use this agreement type when implementing employee stock option plans, restricted stock units, or direct share grants, ensuring alignment between stakeholder interests while maintaining legal compliance.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 legal definitions
Clauses
Relevant Industries

Technology

Software

E-commerce

Financial Services

Professional Services

Healthcare

Biotechnology

Clean Energy

Manufacturing

Retail

Media and Entertainment

Telecommunications

Consulting

Real Estate

Consumer Goods

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Governance

Compensation & Benefits

People Operations

Accounting

Tax

Compliance

Relevant Roles

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

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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