Set up your option pool before the Q4 raise

What you will learn

1. 1

   How big the pool should be

   Pick your own number before a term sheet picks it for you. What founders in the Netherlands typically set aside at pre-seed and seed, what that costs you in dilution, and how to hold the line when an investor asks for more.

2. 2

   Which instrument actually fits

   Options over a future STAK, certificaten issued through a STAK, SARs, plain shares. What each one asks of you in setup time, notary involvement and monthly admin, and which ones stop working once you pass roughly 25 shareholders.

3. 3

   Where the strike price comes from

   How the number is built, what you keep on file for the tax office, and how a valuation supports it. We say this one plainly, because founders hear the opposite a lot. Granting options early does not save anyone tax. In the Netherlands the tax lands on the gain at exercise, not at grant. The reason to move early is a different one, and a better one. Your first ten people get a bigger share of what they helped build, and everyone hired after them can see the precedent.

4. 4

   Vesting, cliffs and the person who leaves in month seven

   Four years and a one-year cliff is the default for a reason, but the leaver clause is where founders get hurt. We write one on screen.

    

5. 5
   

   Issuing the first grant

   The actual click-through. Documents generated, grant issued, employee notified, cap table updated.