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Restricted Share Agreement

Restricted Share Agreement Template for Netherlands

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Key Requirements PROMPT example:

Restricted Share Agreement

"I need a Restricted Share Agreement under Dutch law for our tech startup to issue 1000 restricted shares to our new CTO, with a 4-year vesting period starting March 1, 2025, and standard bad leaver provisions."

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Document background
The Restricted Share Agreement is a crucial document used in Dutch corporate practice when companies wish to issue shares while maintaining certain controls over ownership and transfer rights. It is commonly employed for employee incentive schemes, management participation programs, or when implementing corporate governance structures that require share ownership restrictions. The agreement must comply with Dutch corporate law requirements, particularly regarding share transfer restrictions and corporate governance rules. This document typically includes detailed provisions on vesting schedules, transfer limitations, shareholder rights, and tax implications, all structured within the framework of Dutch law. It's particularly relevant for companies seeking to align shareholder interests with company performance while maintaining control over share ownership and transfer.
Suggested Sections

1. Parties: Identification of the company issuing shares and the recipient shareholder

2. Background: Context of the agreement and purpose of the share issuance

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Grant of Shares: Details of the shares being granted, including number, class, and nominal value

5. Restrictions on Shares: Nature and duration of restrictions, including transfer restrictions and voting limitations

6. Vesting Schedule: Timing and conditions for vesting of shares

7. Price and Payment: Purchase price (if any) and payment terms for the shares

8. Shareholder Rights: Rights attached to shares during restricted period

9. Tax Provisions: Tax obligations and responsibilities of both parties

10. Termination Provisions: Consequences of employment termination or other trigger events

11. Compliance with Laws: Obligations to comply with relevant Dutch corporate and securities laws

12. Confidentiality: Confidentiality obligations regarding the agreement terms

13. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Employee Scheme Provisions: Additional terms specific to employee share schemes, used when shares are part of employment compensation

2. Bad Leaver Provisions: Specific consequences for termination under negative circumstances, included when requiring stricter forfeiture terms

3. Change of Control: Provisions dealing with company sale or merger, included for companies anticipating such events

4. Tag-Along Rights: Rights to participate in sale of majority shareholding, included for minority shareholder protection

5. Drag-Along Rights: Obligation to participate in sale of majority shareholding, included when majority needs full exit rights

6. Corporate Approvals: Specific approval requirements, included when required by articles of association or shareholders' agreement

7. Works Council Approval: Reference to works council approval, included when scheme affects substantial employee group

8. Share Qualification Provisions: Additional requirements for holding shares, included for regulated industries or specific corporate structures

Suggested Schedules

1. Share Details: Detailed specification of share class, rights, and nominal value

2. Vesting Schedule: Detailed timeline and conditions for share vesting

3. Deed of Adherence: Form for adherence to shareholders' agreement if applicable

4. Tax Elections: Required tax forms and elections under Dutch law

5. Shareholders' Resolution: Copy of shareholders' resolution approving share issuance

6. Share Transfer Form: Template for future share transfers

7. Articles of Association Extract: Relevant sections of company's articles regarding share restrictions

8. Valuation Methodology: Agreed method for valuing shares for future transfers or buy-backs

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Bad Leaver
Board
Business Day
Change of Control
Company
Completion Date
Confidential Information
Dutch Civil Code
Effective Date
Encumbrance
Fair Market Value
General Meeting
Good Leaver
Grant Date
Group
Holding Period
Issue Price
Management Board
Nominal Value
Notice
Parent Company
Parties
Restricted Period
Restricted Shares
Securities
Share Capital
Shareholder
Shareholders Agreement
Shares
Subsidiary
Supervisory Board
Tax
Transfer
Transferee
Trigger Event
Unrestricted Shares
Vesting Date
Vesting Period
Vesting Schedule
Works Council
Clauses
Share Issuance
Transfer Restrictions
Vesting Conditions
Share Rights
Voting Rights
Dividend Rights
Lock-up Period
Share Transfer
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Put Option
Call Option
Valuation
Payment Terms
Tax Obligations
Information Rights
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Termination
Good Leaver Provisions
Bad Leaver Provisions
Change of Control
Corporate Governance
Board Approval
Shareholders' Meeting
Works Council Consultation
Compliance with Laws
Data Protection
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Real Estate

Retail

Energy

Telecommunications

Software

Consulting

Biotechnology

E-commerce

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Corporate Secretariat

Compliance

Compensation & Benefits

Board Secretariat

Corporate Governance

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

HR Director

Corporate Secretary

Finance Manager

Legal Counsel

HR Manager

Compensation Specialist

Board Member

Managing Director

Chief Operating Officer

Compliance Officer

Senior Executive

Department Head

Vice President

Industries
Dutch Civil Code (Burgerlijk Wetboek) - Book 2: Primary legislation governing corporate entities, share capital, and shareholders' rights in the Netherlands
Financial Supervision Act (Wet op het financieel toezicht - Wft): Regulates financial markets and supervision of financial undertakings, including rules on securities and share transfers
Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001): Covers taxation of income, including treatment of employee share schemes and capital gains from shares
Wage Tax Act 1964 (Wet op de loonbelasting 1964): Relevant for taxation of employee benefits, including share-based compensation
Works Councils Act (Wet op de ondernemingsraden): May be relevant if the share scheme affects a substantial number of employees, requiring works council consultation
General Data Protection Regulation (GDPR/AVG): Governs the processing of personal data of shareholders and participants in the share scheme
Dutch Corporate Governance Code: Contains principles and best practice provisions for listed companies regarding remuneration and share-based payments
Market Abuse Regulation (MAR): EU regulation implemented in Dutch law concerning insider trading and market manipulation, relevant for share trading restrictions
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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