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Director Shareholder Agreement
I need a Director Shareholder Agreement for a tech startup in Amsterdam where the incoming director will receive 15% shareholding and join as CTO from March 2025, with specific provisions for IP protection and development milestones.
1. Parties: Identification of the company, the director-shareholder, and any other relevant parties
2. Background: Context of the agreement, including company structure and purpose of the arrangement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Position: Terms of appointment as director, duties, and responsibilities
5. Share Ownership: Details of shareholding, share classes, and rights attached to shares
6. Remuneration: Salary, benefits, bonuses, and dividend policies
7. Management Powers and Limitations: Scope of authority, reserved matters, and decision-making processes
8. Shareholders' Rights and Obligations: Voting rights, meeting procedures, and shareholder responsibilities
9. Transfer Restrictions: Limitations on share transfers, right of first refusal, and tag-along/drag-along rights
10. Confidentiality: Protection of company information and trade secrets
11. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term
12. Termination: Grounds for termination and procedures
13. Exit Provisions: Procedures for share valuation and transfer upon termination
14. General Provisions: Standard clauses including governing law, notices, and amendments
1. Intellectual Property: Required when the director is involved in creating IP or if the company has significant IP assets
2. Performance Targets: Include when remuneration is linked to specific KPIs or company performance
3. Additional Board Positions: Required when the director may hold positions in other companies
4. Works Council Provisions: Necessary when the company has a works council
5. Good Leaver/Bad Leaver Provisions: Include when different exit terms apply based on circumstances of departure
6. Share Option Scheme: Include when the director has or may receive share options
7. Corporate Opportunity: Include when there's a need to address how business opportunities should be handled
8. Deadlock Resolution: Required when the director-shareholder has 50% or significant voting power
1. Share Capital Structure: Details of company's share capital, classes, and rights
2. Remuneration Package: Detailed breakdown of salary, benefits, and bonus structures
3. Reserved Matters: List of decisions requiring special approval
4. Share Valuation Methodology: Agreed method for valuing shares upon transfer or exit
5. Deed of Adherence: Template for new shareholders to join the agreement
6. Company IP Register: List of company's intellectual property rights
7. Performance Metrics: Detailed KPIs and measurement criteria if applicable
8. Competitors List: Definition of competitors for non-compete provisions
Authors
Annual General Meeting
Articles of Association
Bad Leaver
Board
Business
Business Day
Business Plan
Company
Competitor
Confidential Information
Control
Director
Director's Fee
Drag-along Rights
Effective Date
Encumbrance
Fair Market Value
Financial Year
Good Leaver
Group
Intellectual Property Rights
Management Board
Material Breach
Notice
Option Shares
Parent Company
Parties
Performance Targets
Permitted Transfer
Reserved Matters
Restricted Period
Share Capital
Shareholder
Shareholders' Meeting
Shares
Subsidiary
Supervisory Board
Tag-along Rights
Territory
Transfer
Valuation Date
Works Council
Duration
Duties and Responsibilities
Authority and Powers
Share Ownership
Share Transfer Restrictions
Tag-along Rights
Drag-along Rights
Remuneration
Bonus Arrangements
Dividend Rights
Board Meetings
Shareholders Meetings
Reserved Matters
Management Powers
Financial Reporting
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Non-Dealing
Corporate Opportunities
Conflict of Interest
Good Leaver Provisions
Bad Leaver Provisions
Share Valuation
Exit Provisions
Termination
Death and Incapacity
Force Majeure
Dispute Resolution
Governing Law
Severability
Amendment
Entire Agreement
Notices
Assignment
Third Party Rights
Data Protection
Costs
Counterparts
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Construction
Energy
Media and Entertainment
Logistics
Consulting
Software
E-commerce
Biotechnology
Legal
Corporate Governance
Board of Directors
Executive Management
Human Resources
Finance
Company Secretariat
Compliance
Tax
Managing Director
Chief Executive Officer
Executive Director
Board Member
Company Director
Statutory Director
Non-Executive Director
Finance Director
Commercial Director
Operations Director
Technical Director
General Counsel
Company Secretary
Chief Financial Officer
Chief Operating Officer
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