Appendix A:

Glossary entries

  • STAK: a Dutch trust office foundation that holds shares and issues depositary receipts. Voting usually remains with the STAK.
  • Depositary receipts: certificates that convey economic rights such as dividends, usually without voting rights.
  • Tradability: the point at which shares or receipts can in practice be traded under plan rules and articles.
  • Lock-up: a period where selling is prohibited, often after a funding round or IPO.
  • Dividend equivalents: payments mirroring dividends for non-shareholders, taxed as employment income on payment.
  • Malus: reduction of unpaid or unvested awards in cases such as misconduct or misstatement.
  • Good leaver or bad leaver: departure categories with different vesting and retention outcomes.
  • Sourcing (cross-border): allocation of income to countries and periods for payroll tax and social security.
  • FMV (fair market value): objective value at a given moment, the base for taxation and transactions.
  • Sell‑to‑cover: automatic sale of a portion to finance tax and costs.

Appendix B:

Employee Q&A (10 concise answers)

  1. When do I pay tax on my award? RSUs at vesting, options at tradability unless you elect exercise, SARs at exercise.
  2. Do I need cash to pay my tax? Not always. With sales‑to‑cover, the company sells a portion for you. Check your plan rules.
  3. What exactly does tradability mean in our plan? Defined in the rules, commonly linked to internal windows, investment rounds, or lock-up expiry.
  4. Do I receive dividends if I do not hold shares? Only if your plan uses dividend equivalents, taxed as employment income.
  5. What happens if I leave? Good leavers often receive pro rata vesting, while bad leavers typically forfeit unvested awards. See your agreement.
  6. Can I exercise options whenever I want? Yes, within plan rules. Mind your tax election and liquidity.
  7. What happens on an acquisition or IPO? The plan sets out change-of-control treatment, such as pro-rata vesting or rollover. We communicate in advance.
  8. I am relocating. What does that mean? Income is sourced from various countries and time periods. Notify HR and payroll early.
  9. How is share value determined? By an agreed FMV method, for example, an external valuation or a formula. We share the process up front.
  10. Where can I get personal tax advice? We provide general guidance. For personal situations, use your own adviser.

Appendix A:

Glossary entries

  • STAK: a Dutch trust office foundation that holds shares and issues depositary receipts. Voting usually remains with the STAK.
  • Depositary receipts: certificates that convey economic rights such as dividends, usually without voting rights.
  • Tradability: the point at which shares or receipts can in practice be traded under plan rules and articles.
  • Lock-up: a period where selling is prohibited, often after a funding round or IPO.
  • Dividend equivalents: payments mirroring dividends for non-shareholders, taxed as employment income on payment.
  • Malus: reduction of unpaid or unvested awards in cases such as misconduct or misstatement.
  • Good leaver or bad leaver: departure categories with different vesting and retention outcomes.
  • Sourcing (cross-border): allocation of income to countries and periods for payroll tax and social security.
  • FMV (fair market value): objective value at a given moment, the base for taxation and transactions.
  • Sell‑to‑cover: automatic sale of a portion to finance tax and costs.

Appendix B:

Employee Q&A (10 concise answers)

  1. When do I pay tax on my award? RSUs at vesting, options at tradability unless you elect exercise, SARs at exercise.
  2. Do I need cash to pay my tax? Not always. With sales‑to‑cover, the company sells a portion for you. Check your plan rules.
  3. What exactly does tradability mean in our plan? Defined in the rules, commonly linked to internal windows, investment rounds, or lock-up expiry.
  4. Do I receive dividends if I do not hold shares? Only if your plan uses dividend equivalents, taxed as employment income.
  5. What happens if I leave? Good leavers often receive pro rata vesting, while bad leavers typically forfeit unvested awards. See your agreement.
  6. Can I exercise options whenever I want? Yes, within plan rules. Mind your tax election and liquidity.
  7. What happens on an acquisition or IPO? The plan sets out change-of-control treatment, such as pro-rata vesting or rollover. We communicate in advance.
  8. I am relocating. What does that mean? Income is sourced from various countries and time periods. Notify HR and payroll early.
  9. How is share value determined? By an agreed FMV method, for example, an external valuation or a formula. We share the process up front.
  10. Where can I get personal tax advice? We provide general guidance. For personal situations, use your own adviser.