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Employee Stock Option Agreement Template for Belgium

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Key Requirements PROMPT example:

Employee Stock Option Agreement

"I need a Belgian Employee Stock Option Agreement for our Series B tech startup, granting options to senior developers with 4-year vesting and 1-year cliff, starting March 2025, with specific provisions for remote workers in the EU."

Document background
The Employee Stock Option Agreement is a critical document used by Belgian companies to offer their employees the opportunity to purchase company shares at a predetermined price as part of their compensation package. This agreement is particularly relevant in the context of Belgian corporate law and tax regulations, specifically the Law of 26 March 1999, which provides the framework for stock option taxation. The document is typically implemented when companies wish to align employee interests with company growth, retain key talent, or provide additional compensation benefits. It contains detailed provisions on grant terms, vesting conditions, exercise procedures, and tax implications, all structured to comply with Belgian legal requirements. The agreement addresses various scenarios including employment termination, company restructuring, and share capital adjustments, while ensuring compliance with both Belgian corporate law and employment regulations.
Suggested Sections

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

2. Background: Context of the agreement, reference to employment relationship and stock option plan

3. Definitions: Key terms used throughout the agreement including Option, Shares, Exercise Price, Plan, Vesting Period

4. Grant of Option: Details of the stock options being granted, including number of shares and exercise price

5. Vesting Schedule: Timeline and conditions for options to become exercisable

6. Exercise of Options: Procedures and conditions for exercising options, including payment methods and notice requirements

7. Tax Obligations: Tax implications and responsibilities of both parties under Belgian law

8. Termination of Employment: Impact of various types of employment termination on the options

9. Transferability: Restrictions on transfer or assignment of options

10. Company Rights and Obligations: Company's commitments regarding shares and regulatory compliance

11. Data Protection: Handling of personal data in accordance with Belgian privacy laws

12. Governing Law and Jurisdiction: Specification of Belgian law application and dispute resolution

Optional Sections

1. Change of Control: Provisions addressing what happens to options in case of company merger or acquisition

2. Clawback Provisions: Terms allowing company to recoup benefits in certain circumstances, used for senior executives

3. Non-Competition: Restrictions on working for competitors after exercising options, if allowed under Belgian law

4. Share Capital Adjustments: Provisions for adjusting options in case of stock splits or similar corporate events

5. International Supplement: Additional provisions for employees working across multiple jurisdictions

6. Good Leaver/Bad Leaver: Detailed provisions on treatment of options based on circumstances of employment termination

Suggested Schedules

1. Option Grant Notice: Formal notice detailing specific grant terms including number of shares and exercise price

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

3. Exercise Notice Form: Template form for employee to use when exercising options

4. Tax Summary: Summary of Belgian tax implications and calculation examples

5. Board Resolution: Copy of board resolution approving the option grant

6. Stock Option Plan: Complete copy or summary of the company's stock option plan

7. Shareholders' Agreement Excerpt: Relevant provisions from company's shareholders' agreement affecting option holders

Authors

Alex Denne

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

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Technology

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Chief Executive Officer

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