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Share Vesting Agreement Template for England and Wales

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Key Requirements PROMPT example:

Share Vesting Agreement

"I need a Share Vesting Agreement for my UK tech startup to grant 10,000 shares to our new CTO, with a four-year vesting period starting March 2025 and a one-year cliff, including accelerated vesting provisions in case of company sale."

Document background
Share Vesting Agreements are crucial instruments in modern corporate governance, particularly for companies looking to attract and retain key talent. Under English and Welsh law, these agreements provide a structured framework for gradually transferring share ownership to recipients while protecting company interests. A Share Vesting Agreement typically includes specific milestones or time periods for vesting, provisions for early vesting or forfeiture, and compliance requirements with UK company law and tax regulations. They are particularly common in startups and growth companies as part of employee incentivization strategies.
Suggested Sections

1. Parties: Identification of the company and shareholder(s) entering into the agreement

2. Background: Context of the agreement, purpose of share allocation, and relationship of parties

3. Definitions: Key terms used throughout the agreement including share classes, vesting period, and trigger events

4. Grant of Shares: Details of shares being granted, including number, class, and nominal value

5. Vesting Schedule: Detailed timeframe and conditions for share vesting, including cliff period if applicable

6. Restrictions on Transfer: Limitations on transfer of unvested and vested shares

7. Termination Provisions: Consequences of employment termination on unvested shares and company buyback rights

8. Governing Law: Specification of English and Welsh law as governing law and jurisdiction

Optional Sections

1. Accelerated Vesting: Optional provisions for early vesting in case of company sale, IPO, or other trigger events

2. Tax Provisions: Specific arrangements for tax treatment and responsibilities, used when complex tax structures apply

3. Drag-Along Rights: Rights forcing minority shareholders to join in sale, included for exit planning purposes

4. Tag-Along Rights: Rights allowing minority shareholders to join in sale, included for minority shareholder protection

5. Bad Leaver Provisions: Specific consequences for shareholders leaving under negative circumstances

6. Good Leaver Provisions: Specific provisions for shareholders leaving under approved circumstances

Suggested Schedules

1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates, percentages, and milestone requirements

2. Schedule 2 - Share Certificate Template: Form of share certificate to be issued upon vesting

3. Schedule 3 - Companies House Forms: Required statutory forms for share issuance and transfers

4. Schedule 4 - Tax Elections: Forms and elections required for tax purposes, including Section 431 election if applicable

5. Schedule 5 - Share Valuation: Details of share valuation methodology and current value

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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 company operations, including share capital provisions, directors' duties, company constitution, articles of association, share transfer provisions, and registration of shareholders

Employment Rights Act 1996: Legislation covering employment-related aspects of share vesting, including terms and conditions of employment, and rights and obligations of employees when shares are tied to employment

Income Tax Act 2007 and Finance Acts: Tax legislation governing the tax implications of share awards, tax treatment of vested shares, and Capital Gains Tax considerations

Financial Services and Markets Act 2000: Regulatory framework for financial instruments and services, relevant if the shares constitute financial instruments and for ensuring regulatory compliance

Data Protection Act 2018 and UK GDPR: Legislation governing personal data processing and privacy considerations in share vesting arrangements

Equality Act 2010: Legislative framework ensuring non-discrimination and equal treatment in share schemes

Common Law Principles: Fundamental legal principles including contract law, fiduciary duties, and good faith obligations that apply to share vesting agreements

FCA Regulations: Financial Conduct Authority regulations applicable to share schemes, particularly relevant for regulated entities

HMRC Rules: Her Majesty's Revenue and Customs rules specific to employee share schemes and their tax treatment

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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