The Vesting Agreement Startup is a fundamental document in the Dutch startup ecosystem, designed to protect both the company's and stakeholders' interests during the critical growth phase. This agreement becomes necessary when a startup wants to grant equity to founders, employees, or other key contributors while ensuring their long-term commitment. It typically includes detailed vesting schedules, often with a one-year cliff and monthly vesting thereafter, compliant with Dutch corporate and tax laws. The document governs how and when shares or options vest, handles scenarios like departure or company sale, and includes specific provisions for good/bad leaver situations. Given the Netherlands' specific legal requirements for share transfers and employee benefits, this agreement must be carefully structured to ensure enforceability and tax efficiency.
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1. Parties: Identification of the contracting parties: the company, the shareholder/option holder, and any other relevant parties
2. Background: Context of the agreement, relationship between parties, and purpose of the vesting arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including Vesting Period, Cliff Period, Good Leaver, Bad Leaver, etc.
4. Grant of Shares/Options: Details of the shares or options granted, including number, class, and nominal value
5. Vesting Schedule: Specification of the vesting period, cliff period, and vesting intervals
6. Vesting Conditions: Conditions that must be met for vesting to occur, including continued employment/engagement
7. Leaver Provisions: Consequences of termination of employment/engagement, including Good Leaver and Bad Leaver definitions and effects
8. Transfer Restrictions: Limitations on the transfer of unvested and vested shares/options
9. Taxation: Tax treatment and responsibilities regarding the vesting arrangement
10. Confidentiality: Obligations regarding confidential information related to the vesting arrangement
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Accelerated Vesting: Provisions for acceleration of vesting upon specific trigger events like change of control or IPO
2. Drag Along and Tag Along: Rights and obligations in case of sale of majority stake or exit event
3. Clawback Provisions: Company's right to reclaim shares in specific circumstances, used when additional security is needed
4. Non-Competition and Non-Solicitation: Restrictions on competitive activities, included when participant receives significant equity
5. Shareholders' Agreement Adherence: Requirement to adhere to existing shareholders' agreement, needed if company has one
6. Works Council Approval: Reference to works council approval if required under Dutch law
7. Anti-dilution Protection: Protection against dilution of shareholding, included for key employees/founders
1. Vesting Schedule Details: Detailed breakdown of vesting dates and percentages
2. Share/Option Certificate: Form of share or option certificate to be issued
3. Deed of Adherence: Form of deed to be signed for adherence to shareholders' agreement if applicable
4. Fair Market Value Calculation: Methodology for calculating fair market value of shares/options
5. Tax Treatment Overview: Detailed explanation of tax implications and calculations
6. Shareholders' Resolution: Copy of shareholders' resolution approving the vesting arrangement
7. Notice Forms: Template forms for exercise notices, transfer notices, and other required notifications
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