Custom legal document

Drafting an option agreement

Have it drafted, amended, or reviewed by our legal experts and/or lawyers starting from 99
SME Lawyers

Do not write this document yourself — DIY often results in expensive problems.
Have a lawyer review it and avoid misunderstandings, mistakes, and difficulties.

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  • Pay later after draft
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How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

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Free intake

We discuss your company, the purpose of the document, and the key risks.

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Draft or check

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Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

An option agreement seems simple as long as the company is small, but becomes complex once value is created. Then, price, term, vesting, leaver rules, dilution, and delivery must be legally precise

  • For shareholders, employees, founders, investors, advisors, and key employees
  • Attention to exercise price, term, forfeiture, conditions, and delivery
  • Good leaver, bad leaver, exit, dilution, tax considerations, and shareholder agreements arranged
  • Practically applicable to participation, compensation, start-ups, scale-ups, and management incentives

Choose Tailored Legal Solutions

Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise in option agreements

Our lawyers and in-house counsel assist entrepreneurs, shareholders, founders, employees, investors, and advisors with option agreements, participation schemes, SAR schemes, shareholders' agreements, and transaction documentation. We examine exercise price, vesting, leaver rules, exit, dilution, articles of association, tax implications, and delivery.

Customization for your option scheme

An option for employees, management, founders, advisors, or investors does not require the same agreements. Therefore, we tailor the option agreement to the purpose, value, role, vesting, exit, and shareholder structure.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with corporate law, participations, transactions, and contract law
  • Attention to practical operation, tax interfaces, risks, and enforceability
  • Fixed rates in advance where possible
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise in option agreements

Our lawyers and in-house counsel assist entrepreneurs, shareholders, founders, employees, investors, and advisors with option agreements, participation schemes, SAR schemes, shareholders' agreements, and transaction documentation. We examine exercise price, vesting, leaver rules, exit, dilution, articles of association, tax implications, and delivery.

Customization for your option scheme

An option for employees, management, founders, advisors, or investors does not require the same agreements. Therefore, we tailor the option agreement to the purpose, value, role, vesting, exit, and shareholder structure.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with corporate law, participations, transactions, and contract law
  • Attention to practical operation, tax interfaces, risks, and enforceability
  • Fixed rates in advance where possible

Reviews (21)

Floor

We had immediate confidence in the team's expertise. They managed to forge an extremely complex joint venture agreement in a short timeframe. The quality fully met our expectations.

Nabil

I noticed how customer-oriented the initial approach was. The adjustment round also went smoothly. It is clear that they have a passion for entrepreneurship.

Wouter

They really thought along with our situation. The empathy and understanding of the lawyer made this a very pleasant collaboration. It is clear that they have a passion for entrepreneurship.

Farid

The promise of a quick start-up was absolutely fulfilled. The concept was clear and practically applicable. Everything was delivered neatly and on time.

Sofiane

We were given the space to tell our entire story without being interrupted. The proactive approach went beyond just the legal framework; the business side was also addressed. Our business partners were impressed by the professionalism of the contracts.

Najat

Practical advice that we could use immediately. It was nice that they didn't charge by the hour for a simple extra question. The service was professional and personal.

Kenza

The communication was friendly and professional. The lawyer effectively translated our situation into the document. Everything was delivered neatly and on time.

Arno

We had a fairly specific legal issue, but this was no problem at all. The document contained handy fill-in fields for future use, making it highly reusable. The service was professional and personal.

Guus

The approachability of this firm is a real plus. It was nice that complex legal theories were explained with simple practical examples. Everything was delivered neatly and on time.

Yasmina

The energetic and positive attitude of the employees was immediately noticeable. The sharp review of the lease agreement protected us from unfavorable clauses. Our business partners were impressed by the professionalism of the contracts.

Mariska

Our questions were taken seriously. The document was essentially ready for use after the first round of corrections. The quality fully met our expectations.

Can

We required a tailored approach, and that was handled well. The sharpness in the negotiations with our opposing counsel was impressive. A reliable partner striving for perfection in their documents.

Maarten

Professional approach without unnecessarily complicated language. The discussion regarding specific non-compete clauses was handled very professionally. The final result aligns 100% with our high standards.

Fleur

Very clear and professional guidance. The clarity of the penalty clauses leaves no room for interpretation. Our business partners were impressed by the professionalism of the contracts.

Zoe

The lawyer took a practical approach with our company. The fixed price upfront instilled confidence. These documents will undoubtedly save us a lot of headaches in the future.

Rens

Scheduling the appointment went very smoothly and quickly. Additional questions were answered promptly. Our business partners were impressed by the professionalism of the contracts.

Nassim

The friendly approach immediately put us at ease. The documents were neatly formatted and delivered directly in our house style. These documents will undoubtedly save us a lot of headaches in the future.

Ziad

We immediately got the right expert on the line for our specific problem. The lawyer was not afraid to be critical of our own initial plans, which saved us from mistakes. The service was professional and personal.

Esther

The lawyer got straight to the heart of the matter. It was pleasant that what was important was explained in plain language. A party that delivers on what it promises on its website.

Mees

Our complex question was immediately reduced to the essence. The structured way of working ensured that no details were overlooked. Fantastic value for money for this level of expertise.

Farah

We quickly gained insight into the key risks. The entire process felt like a co-creation rather than a one-sided assignment. A party that delivers on what it promises on its website.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A number of choices determine the format of the option agreement. Discuss these in advance so that the document suits your situation.

Choice or question Why this matters legally
Is it a call or a put option? The right to buy requires different agreements than the right to sell; sometimes both are combined.
How is the exercise price determined? A fixed price provides certainty; a valuation formula or appraisal aligns better with a future value.
Is the option for a premium or for free? A paid option premium makes the right independently valuable and influences the tax and civil treatment.
What happens in the event of sale or death? Rule whether the option expires, passes to heirs, or becomes immediately callable.
May the option right be transferred? With stock options, you usually want to limit who is entitled to the right; record this explicitly.
Clauses and provisions

What elements belong in an option agreement?

A binding option agreement regulates who holds the option right, what it relates to, at what price, and how it is exercised. The following components form the core.

Provision Relevant to Legal point of attention
Option object Always Describe precisely what the option relates to: shares (number, type), real estate, or another asset.
Type of option (call/put) Always A call option grants the right to buy, a put option the right to sell; explicitly state which right arises.
Exercise price Always Establish a fixed price or an objective valuation method so that the price is not open to dispute at the time of exercise.
Exercise period and end date Always Determine within what period the option can be exercised and when the right expires.
Exercise procedure Always Describe how the option is exercised (written statement, time limit, delivery, and payment).
Compensation for the option Often Agree whether the option holder pays an option premium for the acquired right.
Terms and exclusions Often Stipulate suspensive or resolutive conditions, such as approval or financing.
Transferability Sometimes Determine whether the option right may be transferred to a third party or is strictly personal.
Use in practice

How do you use this document correctly?

The option agreement is only effective if both parties follow the procedure and retain the supporting documents. Adhere to the moments below.

Situation What should you do? Point of attention
Upon closing Have both parties sign and retain the document with any attachments. Without proof of the agreement, the option right is difficult to enforce.
During the term Monitor the end date and the exercise period in your calendar. After the expiration of the term, the right lapses permanently.
Upon exercise Invoke the option in writing and demonstrably within the agreed period. A timely, traceable statement prevents disputes regarding validity.
After exercise Carry out the delivery and payment as agreed and record this. With this, the transaction is completed and the option right has expired.
Common mistakes

Common mistakes

With option agreements, things often go wrong on points that only become apparent upon exercise. Avoid the following mistakes.

Wrong Consequence Better approach
No end date included Uncertainty about how long the law applies and endless binding. Set a strict exercise period and expiration date.
Price not determined objectively Dispute or even nullity because the consideration is not ascertainable. Include a fixed price or a verifiable valuation method.
Exercise procedure is missing It is unclear whether the option has been validly exercised. Describe the form, time limit, and consequences of invoking it.
Option object vaguely described Unsure about exactly what needs to be delivered. Describe the object exactly, for shares with quantity and type.
No account of blocking arrangement The transfer of shares is subject to statutory restrictions. Align the option with the articles of association and the blocking provision.
Risk profile

What is your situation and what do you pay attention to?

The points of attention vary depending on the situation. Identify your case and the corresponding focus below.

Risk profile Example Focus in the document
Stock option A shareholder or investor acquires the right to buy or sell shares. Align with the articles of association, the blocking provision, and any shareholders' agreement.
Real estate option A party is granted the right to purchase a property or land within a period of time. Determine the price, term, and notarial transfer, and pay attention to the restrictive covenant.
Option for business succession A successor is granted the right to take over the company in due course. Arrange valuation, financing, and the timing of the transition carefully.
Mutual options Both parties acquire reciprocal right of purchase or sale. Describe the conditions for each right and prevent them from conflicting with each other.
Additional documents

When is this document not enough?

An option agreement governs the option right itself. In some situations, additional documents are required.

Situation Supplementary document Why
Situation Related document Explanation
Multiple shareholders and control Shareholders' Agreement For agreements regarding voting rights, dividends, and exit in addition to the option right.
Collaboration with shared interests Cooperation Agreement When the option is part of a broader collaboration.
Exchanging confidential information Confidentiality Agreement To protect business-sensitive data during negotiations.
Explanation of this document

Drafting an option agreement, why?

Not every entrepreneur knows exactly what option agreements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal frameworks are important.

What is an option agreement?
An option agreement is an agreement whereby the option grantor grants the optione the right—but not the obligation—to perform a specific transaction within a certain period at a predetermined price or on preconditions. The optione may exercise the option if it is to their advantage; they may also allow it to expire. In business practice, option agreements are most frequently concluded in real estate transactions—an option to purchase a plot of land or property—in share transactions—an option to purchase shares in the context of employee participation or an M&A process—and in commercial collaborations where a party wishes to reserve the exclusive right to formalize a partnership. Our lawyers will draft an option agreement for you that accurately sets out the exercise price and period, correctly regulates the option price, formulates the anti-dilution clauses for share options, and watertight safeguards exclusivity during the option period.
How do you correctly arrange a real estate option?
A real estate option grants the optione the right to purchase real estate at a predetermined price. The option must be agreed upon in writing—for real estate, the written requirement of Article 7:2 of the Dutch Civil Code applies if the buyer is a consumer, but written form is also strongly required in commercial matters. The option agreement must accurately specify the exercise period : the start date, the end date, and the exercise procedure—how must the optione exercise the option, within what timeframe, and what are the legal consequences of exercising it? The option price paid by the optione to acquire the option itself—separate from the purchase price upon exercise—must be specified, as well as whether that option price is set off against the purchase price upon exercise or lapses as a purchase price. A particular point of attention: a real estate option must be registered in the Land Registry to have effect against third parties. Our lawyers draft real estate options that are legally sound and can be registered in the Land Registry.
How do you arrange stock options for employees?
Employee stock options — employee participation — are the right of employees to purchase shares in the company during a specified period at a predetermined exercise price (strike price). Stock options are used to bind employees and allow them to participate in the value creation of the company. The option agreement must specify the vesting period — the period during which the options are granted incrementally — the exercise price, the exercise period after issuance, the good leaver/bad leaver policy, and the tax treatment. Stock options are taxed at the time of grant or exercise, depending on the structure. Our lawyers draft an employee option plan that is structured to be tax-optimal.
How does it work at MKBjuristen?
After a brief consultation regarding the type of option, the subject matter, and the desired period, our lawyers draft an option agreement that accurately sets out the exercise price and period, correctly regulates the option price, and watertight safeguards exclusivity during the option period.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Customization per option scheme

Not every option serves the same purpose. Therefore, we do not draft generic option agreements, but tailor them to participation, reward, investment, or exit.

Employee option

Attention to vesting, payroll tax, good leaver, bad leaver, confidentiality, and exit.

Founder option

Attention to cliff, fortress, dilution, shareholder agreements, and departure.

Advisor option

Attention to performance, maturity, exercise price, tax position, and transferability.

Investor option

Attention to valuation, round, conversion, approval, and closing.

Management incentive

Focus on value development, target, exit, non-competition, and taxation.

Certificate option

Attention to STAK, administrative conditions, distribution, voting rights, and delivery.


An option agreement must prevent a future participation right from proving later to be unenforceable or fiscally unattractive. Therefore, we examine exercise price, vesting, leaver rules, exit, dilution, articles of association, taxation, and delivery.

Common mistakes in option agreements

Option agreements often go wrong because parties record the arrangement too informally, while the company increases in value later.

  • Do not include a clear strike price or valuation formula
  • Fortress, cliff, and decay of options insufficiently concretely regulate
  • Good leaver, bad leaver, forgetting illness and death
  • Do not check Articles of Association, shareholders' agreement, and blocking arrangement
  • Underestimating the tax consequences for the option holder and the company
  • Exit, sale of company, and failure to arrange drag-along/tag-along
  • Not thinking through dilution in investment rounds
  • Forgot that exercise is not the same as notarial transfer

Draft your option agreement carefully and avoid unnecessary problems in the future. Good agreements prevent disputes regarding price, vesting, departure, taxation, delivery, dilution, and exit.

What is an option agreement?

An agreement in which someone acquires the right to obtain shares, certificates, or other participation rights subject to conditions.

Is an option the same as becoming a shareholder?

No. The option grants a right to acquire at a later date; shareholding only arises after valid exercise and delivery.

What is a fortress?

Vesting means that option rights are accrued gradually, for example monthly or annually.

What are good leaver and bad leaver provisions?

Provisions governing what happens to options upon departure, depending on the reason for departure.

Can MKB Juristen review an existing option agreement?

Yes. We check, among other things, exercise price, vesting, leaver rules, exit, dilution, taxation, and delivery.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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