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Equity Grant Agreement Template for Netherlands

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Key Requirements PROMPT example:

Equity Grant Agreement

"I need an Equity Grant Agreement under Dutch law for granting 10,000 restricted stock units to our new Chief Technology Officer, with a four-year vesting schedule starting March 1, 2025, and special provisions for accelerated vesting in case of a company sale."

Document background
The Equity Grant Agreement serves as the foundational document for companies offering equity-based compensation to their employees, directors, or consultants in the Netherlands. This agreement is essential for organizations looking to align stakeholder interests, attract and retain talent, and provide long-term incentives while ensuring compliance with Dutch legal requirements. Typically used as part of a broader equity incentive plan, the agreement must conform to Dutch corporate law (particularly Book 2 of the Dutch Civil Code), securities regulations, and tax legislation. The document specifies critical elements such as the type and amount of equity granted, vesting conditions, exercise terms, and transfer restrictions. Special consideration is given to Dutch-specific requirements, including works council consultation where applicable, and tax implications under Dutch law.
Suggested Sections

1. Parties: Identification of the granting company and the equity recipient (grantee)

2. Background: Context of the grant, relationship between parties, and reference to any equity incentive plan

3. Definitions: Key terms used throughout the agreement, including specific Dutch legal terminology

4. Grant of Equity: Details of the equity being granted, including type, number of shares/options, and grant date

5. Vesting Provisions: Vesting schedule, conditions, and requirements for the equity to vest

6. Exercise Terms: Process, price, and conditions for exercising equity rights (if applicable)

7. Transfer Restrictions: Limitations on transfer of equity, including lock-up periods and required approvals

8. Taxation: Tax obligations, withholding requirements, and responsibilities of each party

9. Termination Provisions: Impact of employment termination on vesting and equity rights

10. Compliance with Laws: Requirements for compliance with Dutch corporate, securities, and tax laws

11. Representations and Warranties: Statements and guarantees by both parties regarding the grant

12. Governing Law and Jurisdiction: Specification of Dutch law governance and jurisdiction for disputes

13. Notices: Process and requirements for formal communications between parties

14. Entire Agreement: Integration clause and relationship to other agreements

Optional Sections

1. Change of Control Provisions: Include when accelerated vesting or special provisions apply in case of company sale or merger

2. Bad Leaver Provisions: Include for additional consequences in case of termination for cause

3. International Considerations: Include when grantee is subject to non-Dutch tax or legal requirements

4. Works Council Approval: Include when works council consultation/approval is required

5. Drag-Along and Tag-Along Rights: Include for private companies where these rights are relevant

6. Shareholders' Agreement Adherence: Include when grantee must accede to existing shareholders' agreement

7. Non-Competition and Confidentiality: Include when additional restrictions are needed beyond existing agreements

Suggested Schedules

1. Schedule 1: Grant Details: Specific details of grant including number of shares/options, price, and vesting schedule

2. Schedule 2: Vesting Schedule: Detailed breakdown of vesting dates and quantities

3. Schedule 3: Exercise Notice: Form for exercising equity rights when applicable

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

5. Schedule 5: Shareholders' Agreement: Copy or summary of relevant shareholders' agreement provisions

6. Appendix A: Equity Plan Terms: Summary or full terms of the broader equity incentive plan

7. Appendix B: Acceptance Form: Form for formal acceptance of the grant and its terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses



































Relevant Industries

Technology

Financial Services

Professional Services

Biotechnology

E-commerce

Software Development

Consulting

Healthcare

Manufacturing

Telecommunications

Media and Entertainment

Real Estate

Energy

Retail

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Compensation and Benefits

Corporate Governance

Talent Acquisition

Payroll

Compliance

Corporate Securities

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Human Resources Director

Legal Counsel

General Counsel

Compensation and Benefits Manager

Employee Benefits Specialist

Corporate Secretary

Finance Director

Board Member

Senior Software Engineer

Department Head

Managing Director

Vice President

Senior Manager

Director of Operations

Talent Acquisition Manager

Equity Compensation Administrator

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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