¶¶Òõ¶ÌÊÓƵ

The Restricted Stock Unit Agreement serves as a critical document for companies operating in Germany who wish to provide equity-based compensation to their employees. This agreement is typically used when a company wants to grant RSUs as part of a broader compensation strategy, particularly for attracting and retaining key talent in competitive markets. The document must carefully navigate German corporate law requirements, tax regulations, and employment laws while providing clear terms for RSU grants, vesting conditions, and settlement procedures. It is especially important in the German context due to specific local requirements regarding employee compensation, securities regulations, and data protection under GDPR. The agreement typically forms part of a larger equity incentive plan and must be structured to ensure compliance with both corporate governance requirements and employee protection provisions under German law.

1. Parties: Identification of the company granting the RSUs and the employee receiving them

2. Background: Context of the RSU grant, including reference to the equity incentive plan under which the RSUs are granted

3. Definitions: Key terms used throughout the agreement, including 'RSUs', 'Vesting Date', 'Share', etc.

4. Grant of RSUs: Details of the RSU award, including number of units granted and grant date

5. Vesting Schedule: Specific conditions and timeline for RSU vesting

6. Settlement of RSUs: Process and timing for converting vested RSUs into shares or cash

7. Tax Obligations: Employee's and company's responsibilities regarding tax treatment, withholding, and reporting under German law

8. Restrictions on Transfer: Limitations on the ability to transfer, sell, or pledge RSUs

9. Employment Relationship: Clarification that the agreement does not affect employment terms and conditions

10. Data Privacy: Provisions for handling personal data in compliance with GDPR and German data protection laws

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