u/redditslearner

Hi everyone,

I’m looking for some perspective on a complex ESOP/Employment situation involving two different EU jurisdictions.

Context:
Job contract is French with french subsidary/entity of the company, ESOP contract is with the german entity.
Tenure is nearly 4 years.
Termination is employee initiated rupture conventionnelle (mutual agreement termination under French law).

Legal Setup:

Employment Contract (French Law): Included a non-compete clause. Upon my departure, the company explicitly did not trigger the non-compete. Therefore, I received no non-compete indemnity/compensation.

ESOP Agreement (German Law): Governed by German law. It contains a "Bad Leaver" clause stating that if the employee join a competitor within 2 years of leaving. And for "Bad Leaver" all options (including vested ones) are forfeited without consideration.

In the termination documents, there is a document stating the ESOPs I vested. It doesn't mention good or bad leaver.

Conflict:
I am about to join a new company in a similar domain/business about 5 months after my departure. When I asked HR for confirmation that my vested ESOPs are safe, they replied: they cannot provide confirmation now; and will assess if it's a Bad Leaver event at the time of an Exit Event.

My Questions:

1. Enforceability of Vested Forfeiture (Germany): I’ve heard about a March 2025 German Federal Labour Court (BAG) ruling (10 AZR 67/24). Can it be used to claim forfeiting vested equity for joining a competitor is an "unreasonable disadvantage" (§ 307 BGB)? Does this apply here even if the contract was signed earlier (2021)?
2. The "Hidden" Non-Compete (France): Since my French job termination waived the non-compete to avoid paying me, can the German parent company legally use the ESOP as a "shadow non-compete" to block me for free?
3. Is it legal for them to refuse to tell me my status now? Leaving me in "limbo" for years until an Exit event if I join the new company. This feels like an unlawful barrier to my professional mobility.

Hi everyone,

I’m looking for some perspective on a complex ESOP/Employment situation involving two different EU jurisdictions.

Context:
Job contract is French with french subsidary/entity of the company, ESOP contract is with the german entity.
Tenure is nearly 4 years.
Termination is employee initiated rupture conventionnelle (mutual agreement termination under French law).

Legal Setup:

Employment Contract (French Law): Included a non-compete clause. Upon my departure, the company explicitly did not trigger the non-compete. Therefore, I received no non-compete indemnity/compensation.

ESOP Agreement (German Law): Governed by German law. It contains a "Bad Leaver" clause stating that if the employee join a competitor within 2 years of leaving. And for "Bad Leaver" all options (including vested ones) are forfeited without consideration.

In the termination documents, there is a document stating the ESOPs I vested. It doesn't mention good or bad leaver.

Conflict:
I am about to join a new company in a similar domain/business about 5 months after my departure. When I asked HR for confirmation that my vested ESOPs are safe, they replied: they cannot provide confirmation now; and will assess if it's a Bad Leaver event at the time of an Exit Event.

My Questions:

1. Enforceability of Vested Forfeiture (Germany): I’ve heard about a March 2025 German Federal Labour Court (BAG) ruling (10 AZR 67/24). Can it be used to claim forfeiting vested equity for joining a competitor is an "unreasonable disadvantage" (§ 307 BGB)? Does this apply here even if the contract was signed earlier (2021)?
2. The "Hidden" Non-Compete (France): Since my French job termination waived the non-compete to avoid paying me, can the German parent company legally use the ESOP as a "shadow non-compete" to block me for free?
3. Is it legal for them to refuse to tell me my status now? Leaving me in "limbo" for years until an Exit event if I join the new company. This feels like an unlawful barrier to my professional mobility.

Any advice or suggestion are appreciated.