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.
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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
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
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
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