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Restricted Stock Award Agreement
"I need a Restricted Stock Award Agreement under Dutch law for our tech startup's senior developers, with a 4-year vesting schedule starting March 1, 2025, and including special provisions for international remote workers."
1. Parties: Identification of the company issuing the restricted stock and the recipient
2. Background: Context of the award, reference to equity incentive plan, and corporate approvals
3. Definitions: Definitions of key terms including Restricted Stock, Vesting Date, Restrictions, Plan, and other relevant terms
4. Grant of Restricted Stock: Details of the stock award including number of shares, grant date, and nominal value
5. Vesting Schedule: Specific vesting conditions, timeline, and requirements for restrictions to lapse
6. Transfer Restrictions: Limitations on transfer of shares during restricted period and applicable Dutch law requirements
7. Rights as a Shareholder: Voting rights, dividend rights, and other shareholder rights during restricted period
8. Tax Matters: Tax obligations, withholding requirements, and responsibilities under Dutch tax law
9. Termination of Employment: Impact of employment termination on vesting and share ownership
10. Compliance with Laws: Compliance with Dutch corporate, securities, and other applicable laws
11. Data Privacy: GDPR compliance and consent for processing personal data
12. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes
13. Miscellaneous: Standard provisions including amendments, notices, and entire agreement clause
1. Lock-up Period: Additional holding period requirements beyond vesting (include if required by company policy or shareholder agreements)
2. Bad Leaver Provisions: Specific consequences for termination due to cause or misconduct (include for employee recipients)
3. Change of Control: Treatment of restricted stock in event of company sale or merger (include if not covered in main equity plan)
4. Non-Competition and Confidentiality: Additional restrictive covenants (include if not covered in separate agreements)
5. Works Council Approval: Reference to works council approval (include if applicable under Dutch law)
6. Corporate Governance Compliance: Specific provisions for board members under Dutch Corporate Governance Code (include for director recipients)
7. International Tax Provisions: Special provisions for cross-border tax implications (include for non-Dutch resident recipients)
1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and conditions
2. Schedule B - Share Details: Specific information about the shares including class, nominal value, and any special rights
3. Schedule C - Tax Election Forms: Required Dutch tax forms and elections
4. Schedule D - Shareholder Agreement Terms: Relevant excerpts from or reference to applicable shareholder agreement
5. Schedule E - Power of Attorney: Form of power of attorney for company actions related to the shares
6. Appendix 1 - Equity Incentive Plan: Copy or relevant excerpts of the underlying equity incentive plan
7. Appendix 2 - Acceptance Form: Form for formal acceptance of the award and its terms
Authors
Technology
Financial Services
Professional Services
Manufacturing
Life Sciences
Energy
Telecommunications
Consumer Goods
Media and Entertainment
Healthcare
Real Estate
Construction
Software
Consulting
Legal
Human Resources
Finance
Compensation & Benefits
Corporate Governance
Tax
Compliance
Company Secretariat
Executive Management
Board Administration
Stock Administration
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Chief Operating Officer
Director
Senior Manager
Department Head
Key Software Engineer
Senior Scientist
Principal Consultant
Executive Vice President
Board Member
Country Manager
Managing Director
Senior Sales Executive
Key Account Manager
Technical Lead
Research Director
Senior Product Manager
Principal Engineer
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