Updated: October 2026
Setting up options for your employees comes down to a handful of decisions: who gets them, how many, at what price, when they vest and what happens when someone leaves. This guide walks a founder or HR lead in the Netherlands through those decisions in order. It is about employee stock options, the kind a company grants to its team. If you were looking for options as an investment, see the benefits of options for a short comparison.
1. Decide what you want the plan to do
Start with the goal, because it shapes every other choice. Some companies want to hire senior people they cannot yet pay at market rate. Others want to keep a team together through a sale, or simply believe the people who build the company should own part of it. Write the goal down in one or two sentences and test each later decision against it.
2. Choose the instrument
Options are one of several ways to share ownership.
- Options give the right to buy shares, or depositary receipts, at a fixed price later. The employee becomes an owner after exercising. See employee stock option plan (ESOP).
- SARs (stock appreciation rights) pay out the increase in value without the employee buying anything. See What is a SAR? and options vs SARs.
- Depositary receipts through a STAK give employees the economic rights of shares while voting stays with the trust foundation. See What is a STAK?
Many Dutch companies combine the last two: options on depositary receipts of a STAK, so employees get the upside and the founders keep a workable shareholder structure. Our post on options on depositary receipts explains how that works.
3. Decide who is eligible and how much to set aside
Decide whether the plan is for everyone, for key hires, or for a group in between. Then decide how much of the company you reserve for the plan in total, and how you split it. A clear rule (by role, seniority or start date) is easier to explain and feels fairer than case-by-case deals.
4. Set a fair strike price
The strike price is what the employee pays per share when they exercise. It is usually set at a fair valuation on the grant date, so the employee shares in the growth from the day they join. A strike price set well above fair value makes the options worth little to the people you want to reward. A documented valuation also helps when investors look at your cap table later.
5. Agree on vesting and leaver rules
Vesting means the employee earns their options over time. For example, options can vest over four years, with nothing vesting until the first anniversary (the cliff). Choose a schedule that fits your goal. Read how vesting works for the details.
Leaver rules say what happens to vested and unvested options when someone leaves. Most plans separate a good leaver (for example, retirement or illness) from a bad leaver (for example, dismissal for cause). Write this down before the first grant; it is the part that causes the most disputes later.
6. Understand the tax before you grant
In the Netherlands the gain on an employee option is taxed as wages through payroll. Since 2023 the taxable moment is in principle when the shares become tradable, and the employee can choose in writing to be taxed at exercise instead. The taxable amount is the value of the shares at that moment minus the strike price (Belastingdienst, Nieuwsbrief Loonheffingen 2023, issue 2, section 17).
Granting early does not lower the tax, because the tax is on the value gained by the taxable moment. Grant early for fairness and retention, not as a tax plan. More in What are the fiscal implications of options? and option lock-up periods and Dutch taxation.
7. Put it in writing and keep the records
You need a plan document with the rules, a grant letter for each employee, and a cap table that shows every grant, its vesting and its strike price. Keep these up to date. When you raise money or sell the company, investors will ask for them.
8. Explain it to your team
An option plan only motivates people who understand it. Show each employee what their options could be worth in a few realistic scenarios, when they vest, and what they will owe in tax. Repeat this once a year, for example when you update the valuation.
How Share Council helps
Share Council runs the cap table, vesting schedules, grants and documents for employee options, SARs and STAK structures. See the options and SARs page for how it works. The Free plan includes cap table management for up to 25 shareholders at €0, and the Co-Ownership Starter plan sets up options over a future STAK with the paperwork prepared (prices as of October 2026). You can start for free.
