Legally compliant<br>

We draft your customized contracts (ESOP & VSOP)

Consulting & contract preparation for start-ups, small and medium-sized enterprises

For startups (with or without investors)

For Small Businesses & Agencies

For medium-sized companies

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Publications in

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Publications in

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"Incentivizing by sharing in the company's success is the only way to stand a chance in the war for talent."

Christian Miele,
President Federal Association
German Startups

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Employee participation
- what is it actually?

Employee stock option plans (ESOPs) have been the talk of the town in recent years. What options do you have for giving your employees a share in the company's success? What forms of employee stock ownership are there? We will be happy to explain them to you.

Why? First and foremost, employee share ownership is a building block of a successful and sustainable strategy to attract, retain and motivate your employees. Click here to find out more about employee share ownership.

Employee participation - why?

Long-term
Employee retention
Long-term
Employee retention
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Attracting
top talent
Attracting
top talent
Sustained
Motivation increase
Sustained
Motivation increase
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Optimization of
own liquidity
Optimization of
own liquidity
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Strengthening the corporate culture
& togetherness

Our fixed price offer

We create your ESOP and VSOP contract - adapted to the requirements, situation and goals of your company.

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VSOP
ESOP
Your tailor-made participation program
Legal, legally compliant, fair - with the experience of hundreds of contracts
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Business advice on your goals & options
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Individual legal advice on your requirements
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Development of your tailor-made program by specialized lawyers
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Your complete set of contracts
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Exit calculator & allocation agreement for employees
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Clauses such as severance payment rights, buy-out and fade-out provisions
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Legal assumption of liability & legal certainty
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Optional: further components such as guidelines or presentations
MORE EXPERIENCE
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FREE & NO OBLIGATION

Book your initial consultation now

For startups (with or without investors)

For Small Businesses & Agencies

For medium-sized companies

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Your experts for employee participation

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Dr. Christopher Hahn

Lawyer

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Kolja Czudnochowski

Founder & Consultant

ESOP-Direkt.de is a service provided by ESOP1 GmbH in close cooperation with the law firm trustberg. We are entrepreneurs ourselves, Dr. Christopher Hahn is also the author of industry-relevant books (e.g. "Virtuelle Mitarbeiterbeteiligungen"). With the experience of over a hundred implemented participation programs, we know the individual requirements and goals of start-ups and SMEs.

Our
clients
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"As a small company, it was extremely important for us to prevent staff turnover and incentivize employees in the long term. The VSOP is perfect for this."
– Michaela M.
Managing Director @ Consulting
"Thanks to our VSOP, we were able to recruit our first key employees quickly - despite significantly more attractive salary offers from other companies."
– Dawid R.
Founder @ Tech Start-Up
"I came up with the idea of an extensive bonus program, which became an efficient but lean participation program during the consulting process."
– Olaf G.
Managing Director @ Marketing Agency
"Thanks to the truly entrepreneurial legal advice, we have set up a perfectly fitting participation program for our colleagues."
– Hannes T.
Partner @ architecture office

Three reasons for
expert advice

The design of your participation program is highly dependent on the structures and circumstances of your company. In addition, there are numerous factors to consider from a company and employee perspective, which make individual consulting essential in order to avoid costly omissions.

1

Legal
Security

2

Save time

3

Avoid costly mistakes and
pitfalls

Avoid costly mistakes: why your contracts should be tailor-made

Whether with us or other experienced attorneys, we always recommend that you consult an attorney to structure your participation program in order to avoid mistakes and liability risks

Request advice
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Our tailor-made, legal contracts
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Cheap to free of charge
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From us at a transparent package price
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Relevant clauses may be missing / are not known
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Clarification & transparency about all potential clauses
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Error-prone, possibly outdated and not legally compliant
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Error-free, up-to-date and legally compliant
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Risks and personal liability of the management
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Assumption of liability through legal liability
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Standardized and not adapted to your goals
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Tailor-made for your goals and requirements
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Lack of transparency regarding pitfalls, risks and solutions
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Full information on design options and risks
Tailor-made contracts from a lawyer
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From us at a transparent fixed price
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Clarification & transparency about design options
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Fault-free, contemporary and residual safe
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Assumption of liability through legal liability
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Tailor-made for your goals and requirements
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Full transparency regarding your options and potential pitfalls
Sample contract from the Internet
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Cheap to free of charge
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Relevant clauses may be missing / are not known
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Error-prone, possibly outdated and not legally compliant
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Risks and personal liability of the management
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Standardized and not adapted to your goals
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Lack of transparency regarding pitfalls, risks and solutions
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Our process

From initial contact to your investment program in just a few days.

1

Conversation to understand your needs

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We want to understand your company and your individual requirements in order to create your tailor-made participation program.

2

Personal consultation and preparation of contracts

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We advise you to find the right, targeted solution for your company & your employees - and draft the necessary contracts in a legal, appropriate and legally compliant manner.

3

Sending of your immediately usable contract work

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Within a few days, we create your tailor-made participation program - immediately applicable, legally compliant and target-oriented.
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Information, examples, tips & more

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ESOP
Announcement
News

Hurdle Shares: Attractive Once Again

Hurdle Shares: New Tax Clarity from the Tax Authority. Learn what has changed in 2026 and what benefits this brings for ESOPs.

Examples
Solutions
Announcement

Engaging Employees: What Companies Should Keep in Mind

Introducing Employee Stock Ownership: Learn what companies should consider regarding employee stock ownership, ESOPs, VSOPs, and profit-sharing rights, and which model aligns with your goals.

ESOP
Examples
Taxes

Implementing an ESOP: What Is an ESOP, and When Is This Model Truly Worth It?

What is an ESOP? Learn how employee stock option plans work, what types are available, and when an ESOP, VSOP, or profit-sharing rights are the right choice for your company.

VSOP
ESOP
Examples
Solutions

Involving Employees Without Giving Them a Say: An Overview of the Best Options

Employee Stock Ownership Plans (ESOPs) without voting rights: Learn about the different models available—from VSOPs to profit-sharing rights to actual shares—and which one is right for your company.

VSOP
Solutions
Taxes

Implementing VSOP Correctly: What Is and Isn't Allowed

Implementing VSOP Correctly: The Most Important Dos and Don’ts for Companies. Avoid common mistakes and implement your employee stock ownership program in a legally compliant manner.

Examples
VSOP
Taxes

VSOP vs. Profit Participation Rights—Which Investment Model Should You Adopt?

Should you introduce VSOP or profit-sharing rights? We compare both models in detail—their differences, tax treatment, and why profit-sharing rights are the better choice for many companies.

VSOP
ESOP
Examples

Implementing Employee Stock Ownership Programs the Right Way—Which Model Is Right for You?

Implementing Employee Stock Ownership Programs the Right Way: Who They're Suited For and Which Model Is Best. VSOP, ESOP, Profit-Sharing Rights, and Hurdle Shares Explained.

Examples
Solutions
Taxes

Introducing Usufruct Rights: How to Create the Right Model

Learn how to introduce profit participation rights and draft them in a legally sound manner. An overview of the benefits, tax treatment, and structuring.

Examples
Solutions
ESOP

Implementing Hurdle Shares: How to Create the Right Model

Hurdle shares allow for participation in the company’s future growth without diluting existing shareholders. Learn how to implement this model in a legally compliant manner and structure it optimally.

Examples
Announcement
News
Case study

Taxing Employee Stock Ownership Plans Correctly: What Companies Need to Know

Profits from employee stock ownership plans are not automatically considered salary. The key factor is whether there is a genuine equity interest—in which case, they may be taxed as capital gains.

VSOP
Examples
Solutions
Taxes

Creating VSOP Contracts: What to Keep in Mind

How do you draft a VSOP agreement? Find out what clauses an equity participation program should include and what companies need to keep in mind.

Case study
Examples
VSOP
Taxes

Freelancers and Virtual Participation: How Fair Participation Works

Virtual Equity for Freelancers, Explained Simply: How Performance Vesting Works and How to Grant Equity to External Specialists in a Legally Sound Manner.

Solutions
Examples
Case Study

A New Approach to Employee Motivation: Why Engagement Is the Key

ESOP/VSOP programs promote motivation and employee retention by combining financial participation with a sense of responsibility and purpose in everyday work.

ESOP
VSOP
Solutions

What are the benefits of an employee stock ownership plan?

How ESOPs and VSOPs Work: Increased Motivation, Employee Retention, and Employer Attractiveness Through Employee Ownership. An Overview of the Key Benefits.

VSOP
Examples
Taxes

VSOP Investment: How Virtual Options Work

VSOP Participation Explained Simply: Legal Foundations, Contractual Provisions, Tax Treatment, Motivational Effects, and Practical Implementation.

VSOP
Solutions
Examples

Understanding VSOP: Everything You Need to Know About Virtual Equity Participations

VSOP Explained: Virtual Employee Stock Ownership Plans for Startups & SMEs. Differences from ESOPs, Benefits, Taxation, Vesting, Cap Table, and Contract Tips.

ESOP
VSOP
Examples
Solutions

"Bad Leaver" in ESOP/VSOP—What's Really Behind It?

What “Bad Leaver” means in an employee stock ownership plan, how the clause works, and what legal considerations to keep in mind—explained briefly.

ESOP
VSOP
Solutions

Designing an ESOP/VSOP the Right Way: The Most Important Questions to Ask Before You Start

Are you planning an ESOP or VSOP program? This article outlines the most important questions founders should address before implementation—from both a strategic and practical perspective.

Examples
Solutions
VSOP
ESOP

ESOP/VSOP: Key Terms Explained

ESOP, VSOP, Vesting, Cliff, and Leaver Clauses Explained Simply—An Overview of the Most Important Employee Stock Ownership Terms, with Examples.

Solutions
Examples

Employee Motivation: What They Want—and What Helps

How Genuine Engagement Boosts Motivation: What the 2024 Work-Happiness Report Reveals About Happiness, Salary, and Employee Retention.

Examples
Case Study
Taxes
Case study
Solutions

ESOP Taxation on Share Transfers: When Is Tax Due—and When Isn't It?

Monetary Benefits from ESOPs and Share Transfers: When Does a Tax Liability Arise—and When Does the Benefit Remain Tax-Free?

Examples
Case Study
Taxes

Employee Stock Ownership: Hurdle Shares and Negative Liquidation Preferences as Modern Tools

Hurdle shares offer a smart way to involve employees: they’re tax-efficient, carry no dry income risk, and are fair to existing shareholders. Employees only share in future increases in value. Ideal for startups that want to retain talent while still maintaining control.

ESOP
Examples
VSOP

A Comparison of Equity Participation Models: ESOP, VSOP, Profit-Sharing Rights

Comparison of the most important employee stock ownership plans: ESOP (actual shares), VSOP (virtual stock ownership), and profit-sharing rights (financial participation without voting rights). The article examines how these plans work, their advantages and disadvantages, and typical use cases depending on the company’s stage of development, legal structure, and objectives.

Case study
Solutions
Examples
Case Study
ESOP

What Happens to VSOP/ESOP Plans in Cases of Part-Time Work, Parental Leave, and Termination?

What happens to virtual or actual employee stock awards when the employment relationship changes—for example, due to parental leave, a switch to part-time work, or termination? This article explains how vesting, cliff, and leaver clauses work in such cases, what labor law framework applies, and what structuring options are available to Un

Case study
Solutions
ESOP
VSOP

What happens to virtual shares if an employee resigns?

What happens to virtual stock options when employees resign voluntarily? A recent BAG ruling overturns the previous standard practice: Earned stock options may no longer simply forfeit. Companies should now revise their contracts and adopt fair, legally sound models such as “fade-out” or “gray leaver.”

Taxes
ESOP
VSOP

Stock Options Explained Simply: Employee Stock Ownership Made Easy to Understand

What are profit-sharing rights—and how do they differ from ESOPs and VSOPs? In this article, we explain in simple terms how employees can be given equity stakes in a tax-efficient manner—without voting rights or registration in the commercial register.

ESOP
VSOP
Solutions

Step-by-Step Guide: How Do You Implement an ESOP / VSOP?

Implementing ESOP/VSOP the Smart Way: In 7 steps, we show how companies can implement employee stock ownership plans efficiently, in compliance with the law, and in a way that motivates employees—from analysis to training. It’s easier than you might think and can often be implemented in just 2 weeks.

Examples
Solutions

Bonus agreements as the key to motivation and employee retention: The advantages of the most important models

Bonus agreements should be individually tailored to the company. Depending on the industry, different benefits, incentives and targets must be agreed. The most important forms of bonus payments and their respective benefits are explained in more detail below.

Taxes
Examples
Solutions

Hurdle shares: Participation for managers and co-founders - long-term motivation and loyalty to the company

Hurdle shares, also known as "performance shares" or "growth shares", are a participation model that offers companies a flexible way of granting key employees a genuine stake in the company in order to strengthen management's identification with the company and retain them in the long term.

ESOP
VSOP
Taxes

Profit sharing: How can I give employees a share in the company's profits?

Profit-sharing is an attractive way of allowing employees to share in the company's success while increasing commitment and motivation. But how can such a model be implemented effectively in practice and what benefits does it really offer?

Taxes
Solutions
Examples

Employee participation through profit participation rights: an interesting way to ensure long-term employee loyalty and company development

In an increasingly competitive world, companies are looking for innovative ways to attract, retain and motivate talented professionals in the long term. Employee participation via profit participation rights has proven to be an effective tool for increasing employee performance and loyalty.

ESOP
Solutions

Why companies should not forego bonus programs and employee participation

Companies today face the challenge of attracting and retaining talented employees. Incentives such as bonus programs and employee participation have proven to be effective ways of increasing employee loyalty, motivation and productivity.

ESOP
VSOP
Examples

Employee participation in project success: a hybrid model of company shares and individual bonus payments

Employee participation is a proven means of promoting commitment and performance. An innovative approach combines the advantages of traditional employee participation in the company with individual bonus payments based on project performance.

ESOP
VSOP

Glossary: Important terms relating to employee participation

The legal and corporate strategy complexity associated with the introduction of employee participation programs entails a multitude of technical terms, abbreviations or special principles, each with great significance for the big picture. This glossary provides a basic overview.

ESOP
VSOP
Taxes
Solutions

ESOP checklist: Typical mistakes when introducing employee stock ownership plans

However, despite the obvious benefits and increasing popularity of these participation programs, companies also encounter challenges. There are specific mistakes that should be avoided to ensure the full effectiveness of employee share ownership programs.

VSOP
ESOP
Examples

Suitable ESOPs & VSOPs: entrepreneurs should consider this checklist before implementation

There are numerous aspects and options to consider when setting up a participation program. The following points are examples of some of the most common and important considerations that are crucial on the way to a tailored, effective participation program.

VSOP
ESOP
Examples
Solutions

Fair structuring of ESOPs and VSOPs: What do entrepreneurs need to consider?

If the agreement of a VSOP contains disadvantageous provisions to the detriment of the beneficiaries, the triggers of which lie solely in the decision-making power of the company or the investors and cannot be influenced by the beneficiaries, the virtual participation programme has failed in its purpose.

ESOP
VSOP
Examples

Why are employee share ownership schemes interesting for SMEs?

Often only associated with start-ups - in this article, we explain why employee participation is relevant far beyond the start-up scene and why it can also be an important instrument for SMEs.

ESOP
VSOP
Taxes
Examples

ESOP: Strong instrument, poor German implementation - VSOP as a solution

Employee participation is a key element of a successful and future-oriented corporate culture. A prominent model for this is the Employee Stock Ownership Plan (ESOP). Successfully implemented in many countries, the ESOP model has encountered considerable problems in Germany.

ESOP
VSOP
Examples
Solutions

Succession planning through employee participation - an early instrument for your succession

Entrepreneurs do not simply retire: they hand over their company to a successor. However, the search for a suitable successor is becoming increasingly complicated for a variety of reasons. The greatest challenge lies in demographic change: There are too few potential successors.

Examples
Solutions
ESOP
VSOP

Preparing company succession with employee shareholdings

Germany as a business location is characterized by small and medium-sized enterprises (SMEs). The 3.6 million SMEs here generate around half of the gross national product. They also employ around 60 % of Germany's workforce subject to social insurance contributions.

Examples
Solutions

6 typical mistakes when involving employees

Employee ownership in companies is increasingly used as an instrument for employee motivation and retention, both in startups and SMEs. Companies with employee ownership are on average significantly more productive than comparable companies without employee ownership.

ESOP
VSOP
Examples
Solutions

Employee recruitment through employee stock ownership - a powerful tool for German SMEs

In recent years, German SMEs have had a huge problem: attracting new employees. It is even more difficult to attract skilled workers if you cannot pay high salaries. Nevertheless, you have the opportunity to attract top trained specialists - namely with employee shareholdings.

Solutions
Examples

Prepare company succession: Here's how!

For a long time, company succession worked according to the principle: the eldest son or, in a pinch, the daughter, a younger son or a nephew continue to run the company if the previous company manager wanted to pass on the baton. In some companies, business succession still works this way.

Examples
Solutions

Employee motivation - contemporary instruments for your company

Motivating your employees is more important than ever in times of a shortage of skilled workers. Top employees of generations Y and Z in particular attach great importance to their working environment. Flexibility and appreciation are important to them. There are various concepts for employee motivation.

VSOP
ESOP
Solutions

Exit of involved employees: Bad Leaver vs. Good Leaver

In the modern and fast-moving world of work, it is increasingly important for companies to attract, motivate and retain qualified employees in the long term. Innovative companies, especially start-ups and SMEs, are therefore increasingly using employee stock ownership programs such as ESOPs or VSOPs.

Examples

Attracting high potentials: What do they look for when selecting a job?

Almost all companies are subject to daily competition. If you want to be better than your competitors, you need to have top employees who can easily cope with new challenges and innovations. However, turnover is particularly high at the higher levels in the hierarchy.

VSOP
ESOP
Solutions

Employee retention - possible measures by the employer

Skills shortages, demographic change and other changes in the world of work mean that employers are constantly having to come up with new measures to attract, motivate and retain employees in the long term. Let's take a closer look at some of the most relevant measures!

ESOP
VSOP
Taxes

The key differences: ESOP vs. VSOP - real and virtual employee stock options

Employee shareholdings, especially in start-ups, aim to give employees a direct stake in the success and growth of the company instead of paying them a high salary. In addition, such shareholdings give employees real voting rights and allow them to significantly influence entrepreneurial decisions.

VSOP
ESOP
Examples

Practical examples: Real and virtual employee shareholdings

With real and virtual employee stock ownership plans (ESOP/VSOP), employees can participate directly in the success of "their" company. As an employer, you not only increase your attractiveness on the labor market, but also create constant performance incentives during the ongoing employment relationship.

VSOP

The virtual employee stock ownership plan (VSOP) at a glance

In the case of virtual stock option plans (VSOPs), employees are given largely the same economic status as a real shareholder by means of a contractual agreement, without actually participating in the company's share capital.

ESOP
Taxes
VSOP

Tax treatment of real and virtual employee stock options

Employee share ownership offers companies the opportunity to allow their employees to participate directly or indirectly in the company's success. Through participation, employees receive direct consideration and financial recognition for their own (increased) performance.

VSOP
Examples

What aspects employees look for in VSOP contracts

Virtual employee stock ownership plans (VSOPs) are an excellent way of circumventing the disadvantages - particularly in terms of administrative effort - of "real" shareholdings. VSOP contracts also have some tax advantages. However, employees should be aware of certain clauses that may be disadvantageous to them.

VSOP

Exit and profit sharing at VSOP - what's behind it?

VSOPs are virtual stock option plans. In this way, the employer gives the employee a share in the company's success without real company shares (such as GmbH shares or stock) changing hands.

ESOP
VSOP
Solutions

Cliff and Vesting Period: Basics of ESOPs and VSOPs

Employee stock ownership plans create attractive incentives for employees in key positions. At the same time, ESOPs and VSOPs (real and virtual stock ownership plans) are an effective way to increase motivation and loyalty to the employer.

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