¶¶Òõ¶ÌÊÓƵ

All Countries
Mergers & Acquisitions
Phantom Shares Agreement

Phantom Shares Agreement Template for Netherlands

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Phantom Shares Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Phantom Shares Agreement

"I need a Phantom Shares Agreement for our Dutch tech startup to grant phantom shares to our senior developers, with quarterly vesting over 4 years starting March 2025, and special provisions for accelerated vesting in case of an IPO."

Celebrated by
Collaborations with
Investors
Document background
The Phantom Shares Agreement is a strategic instrument used by companies operating under Dutch law to create long-term incentive programs for key employees or contractors without diluting actual shareholding. This document type is particularly valuable for private companies, subsidiaries of international groups, or organizations with restricted share structures. The agreement establishes a contractual right to receive cash payments based on the company's share value appreciation, effectively simulating share ownership benefits. It typically includes detailed provisions for vesting schedules, valuation mechanisms, exercise procedures, and payment terms, all structured to comply with Dutch corporate, employment, and tax regulations. The Phantom Shares Agreement is especially useful when actual share transfers are impractical due to corporate structure, shareholder restrictions, or cross-border complications.
Suggested Sections

1. Parties: Identification of the company issuing the phantom shares and the recipient (usually an employee or contractor)

2. Background: Context of the agreement, including the company's phantom share program and its purpose

3. Definitions: Key terms used throughout the agreement, including 'Phantom Shares', 'Exercise Price', 'Vesting Date', 'Exit Event', etc.

4. Grant of Phantom Shares: Details of the phantom shares being granted, including number of units and grant date

5. Vesting Provisions: Schedule and conditions under which the phantom shares will vest

6. Valuation Mechanism: Method for determining the value of phantom shares, including frequency of valuations and calculation basis

7. Exercise Rights: Conditions and procedure for exercising phantom shares

8. Payment Terms: Terms governing how and when payments will be made upon exercise

9. Termination Provisions: Effects of employment termination on phantom share rights

10. Tax Provisions: Treatment of tax obligations and responsibilities

11. Confidentiality: Obligations regarding confidential information related to the phantom shares and company

12. Assignment and Transfer: Restrictions on transfer or assignment of phantom share rights

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

14. Entire Agreement: Standard integration clause confirming the agreement represents the entire understanding between parties

Optional Sections

1. Change of Control Provisions: Include when specific provisions are needed for company sale or merger scenarios

2. Anti-dilution Protection: Include when protection against share dilution events is desired

3. Bad Leaver Provisions: Include when different treatment is desired for termination due to misconduct

4. Good Leaver Provisions: Include when specific provisions are needed for retirement or disability scenarios

5. Non-Competition and Non-Solicitation: Include when additional restrictive covenants are desired

6. Drag-Along Rights: Include when phantom shareholders should be required to participate in certain corporate transactions

7. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration over court proceedings

8. Currency Conversion: Include for international employees when payments may be made in different currencies

Suggested Schedules

1. Schedule 1 - Participant Information: Personal details of the phantom share recipient and specific grant details

2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting dates and conditions

3. Schedule 3 - Valuation Formula: Detailed methodology for calculating phantom share value

4. Schedule 4 - Exercise Notice Form: Template form for exercising phantom shares

5. Schedule 5 - Tax Calculation Examples: Illustrative examples of tax treatment in different scenarios

6. Appendix A - Company Phantom Share Plan: Copy or summary of the overall company phantom share plan

7. Appendix B - Relevant Corporate Approvals: Copies of board resolutions or other corporate approvals for the phantom share grant

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions























































Clauses






























Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Retail

Energy

Telecommunications

Real Estate

Construction

Media and Entertainment

Software and IT

Consulting

Relevant Teams

Human Resources

Legal

Finance

Executive Leadership

Compensation & Benefits

Corporate Governance

Tax

Payroll

Corporate Strategy

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Senior Manager

Department Head

Director

Vice President

Senior Developer

Key Account Manager

Sales Executive

Technical Lead

Principal Consultant

Regional Manager

Country Manager

Senior Advisor

Executive Board Member

Managing Partner

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

Find the exact document you need

Profit Split Agreement

Dutch law-governed agreement establishing terms for profit sharing between parties, including calculation methods and distribution mechanisms.

find out more

Phantom Shares Agreement

Dutch law-governed agreement establishing phantom share rights that simulate share ownership benefits without actual share issuance.

find out more

Share Retention Agreement

A Dutch law agreement establishing share ownership retention obligations and transfer restrictions for shareholders, governed by the Dutch Civil Code.

find out more

Preference Shares Agreement

Dutch law-governed agreement establishing terms and conditions for preference shares issuance, including shareholder rights, privileges, and obligations.

find out more

Equipment Transfer Agreement

Dutch law-governed agreement for the formal transfer of equipment between parties, including terms, conditions, and compliance requirements.

find out more

Phantom Unit Award Agreement

A Dutch law-governed agreement granting phantom units that provide employees with cash payments based on company value appreciation, without actual equity transfer.

find out more

Contract For Shares Of A Company

Dutch law agreement for the sale and purchase of company shares, typically executed before a civil law notary.

find out more

Buffer Stock Agreement

Dutch-law agreement governing buffer stock arrangements, including storage, maintenance, and management requirements.

find out more

Stock Sale Contract

A Dutch law-governed agreement for the sale and purchase of company shares, including all essential transaction terms and local legal requirements.

find out more

Stock Appreciation Rights Agreement

A Dutch law-governed agreement granting employees the right to receive cash payments based on share price appreciation, without actual share ownership.

find out more

Share Vesting Agreement

A Dutch law-governed agreement establishing terms for gradual share ownership rights in a company, typically used for employee equity compensation.

find out more

Sale Of Shares Contract

A Dutch law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company.

find out more

Stock Grant Agreement

A Dutch law agreement governing the award of company shares to employees or directors, detailing grant terms, vesting conditions, and share rights under Dutch legal requirements.

find out more

Share Mortgage Agreement

A Dutch law-governed agreement creating a security interest over shares as collateral for financial obligations, establishing rights and enforcement mechanisms.

find out more

Preliminary Share Purchase Agreement

A Dutch law-governed preliminary agreement outlining proposed terms and conditions for a share purchase transaction, including both binding and non-binding elements.

find out more

Share Issue Agreement

A Dutch law-governed agreement detailing the terms and conditions for issuing new shares to subscribers, including share price, payment terms, and completion requirements.

find out more

Share For Share Exchange Agreement

A Dutch law-governed agreement facilitating the exchange of shares between companies, where shareholders receive shares in another company as consideration for their existing shares.

find out more

Share Buyback Agreement

Dutch law-governed agreement for a company to repurchase its own shares from existing shareholders, complying with Dutch corporate and financial regulations.

find out more

Stock Borrowing Agreement

Dutch law-governed agreement for temporary securities lending between financial institutions, setting out terms for borrowing, collateral, and fees.

find out more

Share Swap Agreement

A Dutch law-governed agreement facilitating the exchange of economic benefits and risks associated with shares between two parties, incorporating Dutch financial regulations and EU requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.