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Employee Share Agreement Template for Netherlands

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Key Requirements PROMPT example:

Employee Share Agreement

"I need an Employee Share Agreement under Dutch law for a private tech company, with a four-year vesting schedule starting March 2025 and good/bad leaver provisions, specifically designed for senior management retention."

Document background
The Employee Share Agreement serves as the primary legal instrument for implementing employee share ownership programs under Dutch law. It is typically used when companies wish to offer employees an ownership stake as part of their compensation package or retention strategy. The agreement needs to comply with Dutch corporate law, particularly the Civil Code (Burgerlijk Wetboek), employment regulations, and tax legislation. It is suitable for both private and public companies, though specific provisions may vary based on the company's listing status. The document outlines share allocation details, vesting schedules, transfer restrictions, and termination consequences, while addressing tax implications under Dutch tax law. Companies commonly implement this agreement as part of broader employee incentive schemes, ensuring alignment with shareholders' interests and long-term employee retention.
Suggested Sections

1. Parties: Identification of the Company and the Employee participating in the share scheme

2. Background: Context of the agreement, including reference to any employee incentive scheme or program

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

4. Grant of Shares: Details of the shares being granted, including number, class, and nominal value

5. Vesting Conditions: Timeline and conditions for vesting of shares, including any performance criteria

6. Price and Payment: Terms regarding purchase price (if any) and payment arrangements

7. Tax Obligations: Tax implications and responsibilities of both parties, including any wage tax requirements

8. Restrictions on Transfer: Limitations on selling, transferring or encumbering the shares

9. Termination of Employment: Consequences of employment termination on vested and unvested shares

10. Good Leaver/Bad Leaver: Definition and consequences of different types of employment termination

11. Confidentiality: Obligations regarding confidential information related to the share scheme

12. Data Protection: Provisions for handling personal data in accordance with GDPR

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and competent courts

Optional Sections

1. Tag-Along Rights: Rights of the employee to participate in sale of shares by majority shareholders - relevant for private companies

2. Drag-Along Rights: Obligation of the employee to sell shares in case of company sale - relevant for private companies

3. Lock-up Period: Additional holding period requirements - particularly relevant for listed companies

4. Insider Trading: Special provisions for listed companies regarding trading restrictions and compliance

5. Call Option: Company's right to repurchase shares under specific circumstances

6. Put Option: Employee's right to sell shares back to the company under specific circumstances

7. Share Voting Rights: Specific provisions regarding voting rights attached to the shares

8. Dividend Rights: Special provisions regarding dividend entitlements

9. Anti-dilution Protection: Provisions protecting the employee's shareholding percentage in case of new share issuances

Suggested Schedules

1. Share Details: Detailed specification of shares including class, nominal value, and any special rights

2. Vesting Schedule: Detailed timeline and conditions for share vesting

3. Deed of Adherence: Form for employee to formally accept terms of any shareholders' agreement

4. Tax Treatment Overview: Summary of tax implications and calculations

5. Share Valuation Methodology: Method for determining share value for various purposes

6. Notice Forms: Template forms for various notices required under the agreement

7. Power of Attorney: Form authorizing company to execute certain share-related transactions

8. Company Articles Excerpt: Relevant sections of company articles affecting employee shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Retail

Healthcare

Telecommunications

Energy

Real Estate

Consumer Goods

Media & Entertainment

Biotechnology

Software & IT

Consulting

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Corporate Secretariat

Compensation & Benefits

Share Plan Administration

Tax

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Senior Manager

Department Head

Senior Developer

Key Account Manager

Senior Consultant

Principal Engineer

Director

Vice President

Senior Analyst

Product Manager

Regional Manager

Senior Sales Executive

Research Scientist

Technical Lead

Operations 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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