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Incentive Agreement Template for Netherlands

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Key Requirements PROMPT example:

Incentive Agreement

"I need a Dutch law Incentive Agreement for our sales team that includes quarterly commission payments based on individual sales targets, with a clawback provision and maximum cap of 200% of base salary, to be implemented from January 2025."

Document background
The Incentive Agreement serves as a crucial document for organizations operating in the Netherlands who wish to implement structured performance-based compensation systems. This agreement type is commonly used when companies need to formalize their bonus, commission, or other incentive arrangements with employees, ensuring alignment with Dutch legal requirements and market practices. The document typically includes detailed performance metrics, calculation methodologies, payment terms, and protective provisions for both employer and employee. It must comply with Dutch employment law, tax regulations, corporate governance requirements, and where applicable, sector-specific regulations. The agreement is particularly important for organizations seeking to attract and retain talent while maintaining clear, legally compliant compensation structures.
Suggested Sections

1. Parties: Identification of the company and the beneficiary of the incentive scheme

2. Background: Context of the agreement, including the purpose of the incentive scheme and its relationship to employment

3. Definitions: Key terms used throughout the agreement, including specific performance metrics and calculation methods

4. Term and Duration: Period during which the incentive agreement is valid

5. Incentive Structure: Core mechanics of how the incentive is calculated and earned

6. Performance Criteria: Detailed description of the targets or metrics that must be achieved

7. Payment Terms: Timing and method of incentive payments

8. Conditions Precedent: Any conditions that must be met before incentives can be earned or paid

9. Clawback Provisions: Circumstances under which the company may reclaim paid incentives

10. Termination: Circumstances and consequences of early termination

11. Confidentiality: Obligations regarding confidential information

12. Data Protection: Provisions for handling personal data in compliance with GDPR

13. Governing Law and Jurisdiction: Specification of Dutch law application and jurisdiction

14. Entire Agreement: Integration clause confirming this document as the complete agreement

Optional Sections

1. Tax Treatment: Specific section on tax implications when the incentive structure has complex tax consequences

2. Share-Based Components: Required when incentives include stock options or share-based elements

3. Non-Competition: Additional restrictions on competitive activities, used for senior employees

4. Works Council Approval: Required when the scheme needs works council consultation or approval

5. Currency Conversion: Needed for international schemes with multiple currencies

6. Good/Bad Leaver Provisions: Detailed provisions for treatment of incentives upon different types of employment termination

7. Change of Control: Provisions for what happens to incentives in case of company ownership changes

8. Assignment: Rules about transferability of rights, particularly relevant for corporate restructuring

Suggested Schedules

1. Performance Metrics Schedule: Detailed description of performance indicators and calculation methodologies

2. Payment Calculator: Formula and examples of how incentive amounts are calculated

3. Form of Acceptance: Template for participant's formal acceptance of the scheme

4. Related Agreements: List of other agreements that interact with this incentive scheme

5. Tax Examples: Illustrations of tax treatment in different scenarios

6. Participating Group Companies: List of group companies participating in the scheme, if applicable

7. Historical Performance Data: Baseline performance data used for target setting

8. Compliance Requirements: Detailed regulatory compliance requirements and procedures

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

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Energy

Telecommunications

Real Estate

Construction

Logistics

Consulting

Software

Pharmaceuticals

Relevant Teams

Human Resources

Legal

Finance

Sales

Business Development

Executive Leadership

Compensation & Benefits

Compliance

Operations

Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Sales Director

Account Manager

Business Development Manager

Senior Executive

Department Head

Regional Manager

Sales Representative

Product Manager

Project Manager

Managing Director

Vice President

Country Manager

General Manager

Executive Director

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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