The Option To Purchase Shares Agreement is a crucial document used in Dutch corporate practice to provide individuals or entities with the right to acquire shares in a company under specific conditions. This agreement type is commonly utilized for employee incentivization, investment arrangements, or strategic business relationships. Under Dutch law, particular attention must be paid to compliance with the Civil Code (Burgerlijk Wetboek), corporate governance requirements, and financial regulations. The document typically includes detailed provisions on exercise periods, price mechanisms, vesting schedules if applicable, and the rights and obligations of all parties involved. It's particularly relevant in scenarios involving startup companies, employee retention programs, or investment structures where immediate share ownership is not desired but future ownership rights are important.
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1. Parties: Identification of the parties: the company issuing the options, the option holder, and any other relevant parties
2. Background: Context of the agreement, including the company's share capital structure and reason for granting options
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Option: Details of the option grant, including number of shares, class of shares, and exercise price
5. Exercise Period: Time period during which the option may be exercised and any conditions affecting this period
6. Exercise Procedure: Process and formalities for exercising the option, including notice requirements and payment mechanisms
7. Share Rights: Rights attached to the shares upon exercise of the option
8. Transferability: Restrictions on transfer of the option rights and/or resulting shares
9. Termination: Circumstances under which the option agreement may be terminated
10. Adjustments: Provisions for adjusting the option terms in case of corporate events (e.g., stock splits, mergers)
11. Notices: Requirements for formal communications between parties
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Vesting Schedule: Include when options are subject to vesting conditions, typically in employee option agreements
2. Good Leaver/Bad Leaver: Include for employee option agreements to address treatment of options upon different types of employment termination
3. Tag-Along Rights: Include when option holders should have the right to participate in future sales of shares
4. Drag-Along Rights: Include when option holders can be forced to sell their shares in certain circumstances
5. Non-Competition and Confidentiality: Include when options are granted to employees or service providers
6. Tax Provisions: Include detailed tax provisions when specific tax treatment is intended or when options are part of employee compensation
7. Shareholders' Agreement Adherence: Include when option holders must accede to an existing shareholders' agreement upon exercise
8. Anti-Dilution Protection: Include for investor options to protect against dilution from future share issuances
1. Details of Share Capital: Current share capital structure, including all share classes and rights
2. Form of Exercise Notice: Template notice for exercising the option
3. Deed of Adherence: Form of deed for adherence to shareholders' agreement upon exercise
4. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions, if applicable
5. Warranties: Standard warranties to be given by the option holder upon exercise
6. Company's Articles of Association: Current articles of association of the company
7. Shareholders' Agreement: Copy of current shareholders' agreement, if relevant
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