An employee stock option is the right to buy a share or certificate later at a price fixed today. A certificate is a share's economic value, held through a foundation (STAK) that keeps the votes. To explain stock options to employees, give those two sentences, then the timeline, then ten plain answers. Our HR page shows where employees check their stake afterwards.
Tulpwerk is a demo company we set up in Share Council, so its names and numbers are invented.
This is general information, not tax advice. Check your situation with a tax adviser, or book an expert hour.
An option is the right to buy something later at a price agreed today; a certificate is a share's economic value without the vote. Say both in one breath, because many Dutch plans combine them: Tulpwerk's employees get options on certificates.
For options, KVK's wording works well: an option lets your employee "buy shares at a special price within an agreed period" (KVK, Aandelen voor je personeel). For certificates, the useful detail is the split of rights. The STAK holds the shares and its board has the voting, agenda and meeting rights, while employees with certificates have only a financial right and a right to information (Ondernemersplein). KVK puts it as: certificate holders are entitled to dividend and profit but have no say (KVK). Our STAK page and options page go deeper on each.
Try these two lines in your meeting:
"An option gives you the right to buy a certificate later for €2.50, whatever the company is worth by then. A certificate gives you a share in the profit and the value of Tulpwerk, while the foundation that holds the shares does the voting."
Explain them in the order they happen, because each step answers the question the previous one raises. Selling comes last, and you should be honest that it may never come for some holders.
| Step | What happens | The question it answers |
|---|---|---|
| 1. Grant | The company gives you a number of options at a fixed exercise price, in a signed contract | "What did I get?" |
| 2. Vesting | The options become yours over time, often four years with a one-year cliff (how vesting works) | "How much is mine now?" |
| 3. Exercise | You pay the exercise price and receive certificates | "What does it cost me?" |
| 4. Holding | You hold certificates, receive any dividend, and see their value at each valuation | "What is it worth?" |
| 5. Selling | Only when the plan allows it, for example on a trading day the company organises | "Can I ever get money out?" |
Certificate holders who bought directly from the STAK start at step 4.
These ten come up in nearly every launch, in roughly this order. Give each one a short answer and tell people where to check it later, so the answer doesn't live only in your inbox.
| # | Question | Plain answer | Where the employee finds it |
|---|---|---|---|
| 1 | How much have I vested? | The part of your grant that is yours today, counted from your start date | Wallet, vesting bar and chart |
| 2 | What is it worth? | For certificates: number × the price at the latest valuation. For options: the gap between that price and your exercise price. You only get that money by exercising and selling | Wallet (certificates); a hand calculation for options |
| 3 | What does exercising cost? | The number of options × the exercise price | Wallet, total exercise cost |
| 4 | What happens if I leave? | The plan rules decide; usually unvested options go back to the pool | Plan rules |
| 5 | Can I ever sell? | Only when the plan allows it, for example on a trading day. There is no guarantee of a buyer or a date | Plan rules; the trading day page (in beta) |
| 6 | Do I pay tax? | Usually yes, at a moment set by law; ask a tax adviser for your own case | Tax adviser |
| 7 | Do I get a vote? | Normally not with certificates: the STAK board votes | Plan rules and the STAK's trust conditions |
| 8 | What if the company is sold? | The plan rules say what happens to options and certificates | Plan rules |
| 9 | Can it be worth nothing? | Yes. If the company does badly, options can end up below the exercise price and certificates can lose value | Your launch hand-out |
| 10 | Where are my documents? | Your signed contract and the plan rules sit with each grant | Wallet, documents |
On question 6, the short version is this. Since 2023 the default taxable moment for employee options in the Netherlands is the first moment the shares can be sold, and the employee can choose in writing, at the latest when exercising, to be taxed at exercise instead (Belastingdienst, Nieuwsbrief Loonheffingen 2023, uitgave 2, §17). The taxable amount is the value at that moment minus what the employee paid. How this works for options on certificates depends on your plan, so have a tax adviser confirm it before the meeting. A bill for start-ups and scale-ups would change the tax on employee options from 1 January 2027 if parliament passes it (Salaris Vanmorgen). It wasn't law when we checked on 10 November 2026, so check the status before you present. Say no more than that in the meeting, and send people to a tax adviser.
This is general information, not tax advice. Check your situation with a tax adviser.
Keep it to about an hour, hand out one page, and leave half the time for questions. Employees remember the example with their own numbers, so prepare one for a typical grant.
A workable agenda:
The hand-out is the ten-question table with your company's own plan rules filled in. The knowledge gap article explains why plans that skip this step tend to disappoint.
Three things you don't promise, in the meeting or afterwards. You don't promise a value, because a valuation is an estimate at a date. You don't promise that people can sell, or when. And you don't promise a tax outcome. If an offer letter is where people first hear about the plan, the same rules apply there.
Use the latest documented valuation and say its date. Certificates are worth the number held times that price; options are worth the gap between that price and the exercise price, and only the vested part belongs to the employee today.
On Share Council, every wallet has a year-end report with the holdings at the start and end of the year (how to download it), and the admin can run a vesting report as of 31 December and download it to Excel for finance. The valuation goes in with a date and a report, from your own adviser or from our partner Equidam, and our valuation page explains how that works.
Each employee has a wallet per instrument. A certificate wallet shows the number of pieces, the price, the current value and the ownership percentage. An option wallet shows the number of options, the vesting bar and chart, and the total exercise cost, with no current value and no ownership percentage, because an option isn't ownership yet.
Signed contracts and plan rules are attached to each grant, so question 10 answers itself. The knowledge base explains where to see how far you are with vesting.
Tulpwerk B.V. makes furniture in Utrecht. Its 2022 option plan grants options on certificates with an exercise price of €2.50, four-year vesting and a one-year cliff. The latest valuation is €4.80 per share on 30 June 2026.
Lotte Visser, product designer, has 6,500 options outstanding from two grants. Her wallet shows that 5,583 have vested and that exercising them would cost €13,957.50 (5,583 × €2.50). She paid nothing for the grants; she pays the exercise price only when she exercises.
If Lotte asks what her vested options are worth, HR works it out by hand at the 30 June 2026 valuation: (€4.80 − €2.50) × 5,583 = €12,840.90. That figure is an illustration at one date, before tax. To turn it into money, Lotte would still need to pay €13,957.50 to exercise and wait for a moment when selling is allowed.
Lotte's option wallet: options, vesting and the cost of exercising.
Daan Mulder has worked in the workshop since 2019 and holds certificates. His wallet values 4,000 of them at €4.80, which is €19,200; the other 1,500 sit in a sell order for the October trading day, so the wallet leaves them out. His year-end report for 2025 shows 5,500 certificates worth €19,800 on 1 January (× €3.60) and €23,100 on 31 December (× €4.20). That report is the yearly statement HR would otherwise build by hand.
The vesting report that finance downloads at year end.
Share Council gives every employee a wallet with their pieces, vesting and signed documents, a year-end report on each wallet, a vesting report as of any date with an Excel download, and a dated valuation history. Our team also helps outside the platform. We work with notaries, we help with legal and tax questions, we can arrange a tax ruling with the Belastingdienst, and we do valuations with our partner Equidam. For your own situation you can book an expert hour.
The platform doesn't connect to your payroll or HR system. Employees don't exercise in the wallet themselves: our team books the exercise with you, and the exercise price isn't paid through the platform.
Should we explain options and certificates in the same meeting?
Yes, if your plan grants options on certificates, because the employee will hold both in turn. If some people hold only certificates, give them the certificate line and skip the exercise step.
Who should present: the founder or HR?
Let the founder give the reason for the plan, because that is the person who decided. HR then covers the practical side, since those are the people employees will email later.
Should a job offer mention a euro value for the options?
Avoid it. If you do, state the valuation date, subtract the exercise price and say it isn't cash.
How often should we update employees on the value?
Once a year is enough for most companies, after the yearly valuation. Updating more often than you value the company only repeats the same number.
The HR page shows how invitations, grants, wallets and the vesting report fit together for an HR lead.
This is general information, not tax advice. Check your situation with a tax adviser.
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