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Employee Share Option Agreement Template for England and Wales

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Key Requirements PROMPT example:

Employee Share Option Agreement

"I need an Employee Share Option Agreement for our Series A startup to grant options to our new CTO, with a four-year vesting schedule and a one-year cliff, starting from March 2025."

Document background
Employee Share Option Agreements are crucial instruments for companies seeking to align employee interests with corporate success and retain key talent. These agreements, governed by English and Welsh law, provide employees with the opportunity to acquire company shares under specified conditions. The agreement must comply with UK tax legislation, particularly ITEPA 2003, and often forms part of either tax-advantaged schemes (such as EMI) or non-tax-advantaged arrangements. An Employee Share Option Agreement typically includes detailed provisions on vesting schedules, exercise procedures, and good/bad leaver provisions, while ensuring compliance with corporate and securities laws.
Suggested Sections

1. Parties: Identifies the company granting options and the employee receiving them

2. Background: Context of the agreement and reference to any share option scheme

3. Definitions: Key terms including Option Price, Exercise Period, Shares, and Vesting Schedule

4. Grant of Option: Terms of the option grant including number of shares and exercise price

5. Exercise of Option: Conditions and process for exercising options

6. Vesting Provisions: Timeline and conditions for option vesting

7. Lapse of Options: Circumstances under which options will lapse

8. Tax Obligations: Tax liabilities and responsibilities

9. Transferability: Restrictions on transfer of options

Optional Sections

1. Change of Control Provisions: Rights and obligations upon company sale or merger - recommended for companies considering future sale or IPO

2. Market Stand-off Agreement: Restrictions on sale during IPO period - recommended for companies planning IPO

3. Clawback Provisions: Company's right to recover options in specific circumstances - recommended for senior executive agreements

4. Non-Competition Clauses: Restrictions post-employment - recommended for senior employees or when protecting company interests

Suggested Schedules

1. Schedule 1: Option Certificate: Formal documentation of option grant details

2. Schedule 2: Exercise Notice: Template form for exercising options

3. Schedule 3: Articles of Association Extract: Relevant provisions affecting option shares

4. Schedule 4: Share Option Plan Rules: Full rules of the share option scheme

5. Appendix A: Vesting Schedule: Detailed timeline of vesting dates and conditions

6. Appendix B: Tax Treatment Summary: Overview of tax implications and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Companies Act 2006: Primary legislation governing share capital, share transfers, and company administration, as well as directors' duties in UK companies

Income Tax (Earnings and Pensions) Act 2003: Legislation governing the tax treatment of employee share options and other employment-related securities

Employment Rights Act 1996: Key legislation governing employment relationships and rights in the UK

Financial Services and Markets Act 2000: Regulatory framework for financial services and securities in the UK

Enterprise Management Incentives (EMI): Tax-advantaged share option scheme for smaller companies

Company Share Option Plan (CSOP): Tax-advantaged discretionary share option scheme for companies of any size

Save As You Earn (SAYE): Tax-advantaged all-employee savings-related share option scheme

Share Incentive Plans (SIPs): Tax-advantaged all-employee share ownership plan

Financial Promotion Order 2005: Regulations governing the communication of financial promotions, including share schemes

Prospectus Regulation Rules: Rules governing the offering of securities to the public

Market Abuse Regulation (MAR): Regulations preventing market abuse and insider trading

UK GDPR: Data protection legislation governing the processing of personal data

Data Protection Act 2018: UK's implementation of data protection requirements alongside UK GDPR

UK Corporate Governance Code: Best practice recommendations for corporate governance of listed companies

Listing Rules: Rules applicable to companies listed on UK stock exchanges

Equality Act 2010: Legislation ensuring non-discrimination in employment and other areas

HMRC Reporting Requirements: Obligations to report share option grants, exercises and related events to UK tax authorities

Companies House Filing Requirements: Obligations to file relevant company information and changes with the UK companies registry

FCA Requirements: Financial Conduct Authority regulations applicable to listed companies and financial services firms

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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