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Phantom Unit Award Agreement Template for England and Wales

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Key Requirements PROMPT example:

Phantom Unit Award Agreement

"I need a Phantom Unit Award Agreement for our Series B tech startup, granting 1,000 phantom units to our new CTO with quarterly vesting over 4 years starting March 2025, including good leaver provisions and change of control acceleration."

Document background
The Phantom Unit Award Agreement is commonly used by companies in England and Wales seeking to provide employees with equity-like incentives without diluting actual shareholding. This document is particularly relevant for private companies, subsidiaries of larger groups, or organizations where direct share ownership is impractical. The agreement details the number of phantom units granted, vesting schedule, payment calculations, and conditions for exercise. It serves as a crucial tool for talent retention and alignment of interests between the company and key employees, while maintaining flexibility in corporate structure.
Suggested Sections

1. Parties: Identification of the company and the award recipient

2. Background: Context of the phantom unit award scheme and its purpose

3. Definitions: Key terms including Phantom Units, Vesting Date, Exercise Price, etc.

4. Grant of Award: Details of the phantom units being awarded

5. Vesting Conditions: Timing and conditions for vesting of the phantom units

6. Payment Calculations: Method for calculating payments upon vesting

7. Tax Provisions: Treatment of tax and national insurance contributions

Optional Sections

1. Good/Bad Leaver Provisions: Used when different treatment is required based on circumstances of employment termination

2. Change of Control Provisions: Include when specific treatment is required upon company sale/merger

3. Malus and Clawback: Include for senior employees or regulated entities

Suggested Schedules

1. Award Details Schedule: Specific details of number of units, grant date, vesting schedule

2. Valuation Methodology: Detailed calculation methods for unit value

3. Tax Treatment Summary: Overview of tax implications for reference

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

Employment Rights Act 1996: Primary UK legislation governing employment rights, covering basic employment protections and rights that need to be considered in phantom unit awards

Equality Act 2010: Ensures the phantom unit award agreement doesn't discriminate against protected characteristics and provides equal treatment

National Minimum Wage Act 1998: Must be considered to ensure any payments or deductions related to phantom units don't breach minimum wage requirements

Income Tax (Earnings and Pensions) Act 2003: Governs the tax treatment of phantom units and how they should be reported and taxed as employment income

Finance Act: Current version applicable for specific tax provisions and updates affecting phantom unit awards

Financial Services and Markets Act 2000: Regulatory framework for financial services and markets that may impact phantom unit structures

UK GDPR: Data protection requirements for handling personal information in the context of phantom unit awards

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

Companies Act 2006: Primary legislation governing company law in the UK, relevant for corporate aspects of phantom unit awards

Law of Property (Miscellaneous Provisions) Act 1989: Relevant for formal requirements of creating legally binding agreements

Market Abuse Regulation: Retained EU law governing market abuse and insider dealing considerations for phantom units in listed companies

UK Listing Rules: Regulations for listed companies that may affect how phantom unit awards are structured and disclosed

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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