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Non Qualified Stock Option Agreement Template for Netherlands

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Key Requirements PROMPT example:

Non Qualified Stock Option Agreement

"Need a Non Qualified Stock Option Agreement under Dutch law for our tech startup's new CTO, granting 50,000 options with a four-year vesting period starting March 2025, including specific provisions for a potential IPO within the next three years."

Document background
The Non-Qualified Stock Option Agreement is a crucial document used by companies in the Netherlands to grant employees the right to purchase company shares at a predetermined price. This agreement has become increasingly important following the 2023 Dutch tax reform, which made stock options more attractive by deferring taxation until the moment of share sale. The document is typically used as part of employee compensation packages to attract and retain talent, particularly in growth-oriented companies. It includes detailed provisions on vesting schedules, exercise procedures, tax implications, and compliance requirements under Dutch law. The agreement needs to comply with various Dutch regulations, including corporate law, tax law, and where applicable, works council requirements and financial supervision rules.
Suggested Sections

1. Parties: Identification of the Company (Grantor) and the Option Holder (Employee)

2. Background: Context of the option grant, reference to any employee stock option plan, and corporate approvals

3. Definitions: Key terms including Exercise Price, Option Shares, Grant Date, Vesting Schedule, Expiration Date, and other relevant terms

4. Grant of Option: Specific terms of the option grant, including number of shares, exercise price, and type of shares

5. Vesting Schedule: Detailed timeline and conditions for when options become exercisable

6. Exercise Procedure: Process and requirements for exercising options, including payment methods and notice requirements

7. Term and Expiration: Duration of the option and circumstances causing expiration

8. Tax Provisions: Tax obligations, timing of taxation under Dutch law, and responsibility for tax payments

9. Compliance with Laws: Confirmation of compliance with Dutch corporate, securities, and tax laws

10. Data Protection: GDPR compliance and data processing provisions

11. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes

Optional Sections

1. Change of Control Provisions: Include when specific arrangements are needed for corporate transactions or change in control

2. Bad Leaver Provisions: Include when different treatment is desired for termination under various circumstances

3. Lock-up Period: Include when restrictions on selling exercised shares are required

4. Shareholder Rights: Include when specific voting or dividend rights need to be addressed

5. International Tax Provisions: Include for option holders who may be subject to tax in multiple jurisdictions

6. Works Council Approval: Include when works council consultation or approval has been required

7. Non-Competition and Confidentiality: Include when additional restrictive covenants are tied to the option grant

Suggested Schedules

1. Notice of Exercise Form: Template form for option holder to exercise options

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

3. Tax Examples: Illustrations of tax treatment under different exercise scenarios

4. Shareholders' Agreement: Key terms from the shareholders' agreement applicable to option holders

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

6. Fair Market Value Calculation: Methodology and documentation for determining exercise price

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
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Relevant Industries

Technology

Financial Services

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Life Sciences

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Manufacturing

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Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Secretary Office

Compensation & Benefits

Tax

Compliance

Corporate Development

Relevant Roles

CEO

CFO

CTO

Software Engineer

Product Manager

Sales Director

HR Director

Legal Counsel

Financial Controller

Department Head

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Research Scientist

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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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