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Simple Stock Option Agreement Template for England and Wales

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Key Requirements PROMPT example:

Simple Stock Option Agreement

"I need a Simple Stock Option Agreement for our UK-based startup to grant options to three senior developers, with a four-year vesting schedule starting March 2025 and an exercise price of £2.50 per share."

Document background
The Simple Stock Option Agreement is commonly used by companies in England and Wales to provide individuals with rights to purchase company shares at a future date. This document is particularly valuable for startups and growing businesses looking to attract and retain talent without immediate cash compensation. The agreement typically includes detailed terms about option exercise, vesting conditions, and share transfer restrictions, all while ensuring compliance with UK company law and tax regulations. It serves as a fundamental tool for employee incentivization and alignment of interests between the company and option holders.
Suggested Sections

1. Parties: Identifies the company granting options and the option holder

2. Background: Explains the context and purpose of granting the options

3. Definitions: Defines key terms used throughout the agreement including Share Options, Exercise Price, Exercise Period, and Vesting

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

5. Exercise Period: Timeframe during which the option can be exercised

6. Exercise Conditions: Conditions that must be met before exercise

7. Payment Terms: How payment for shares will be made upon exercise

8. Termination: Circumstances under which options lapse or terminate

Optional Sections

1. Vesting Schedule: Details of gradual vesting of options over time, used when options vest progressively rather than immediately

2. Change of Control Provisions: Treatment of options in case of company sale or merger, used when protection against corporate events is needed

3. Tax Indemnity: Option holder's tax responsibilities and indemnifications, used when tax liability clarity is needed

4. Non-Competition Clauses: Restrictions on competing activities, used when protecting company interests is crucial

Suggested Schedules

1. Option Certificate: Formal certificate detailing the option grant

2. Exercise Notice: Form to be completed when exercising options

3. Vesting Schedule: Detailed breakdown of vesting dates and conditions

4. Articles of Association Extract: Relevant provisions from company's articles regarding share options and transfers

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

Relevant legal definitions




































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Industries

Companies Act 2006: Primary legislation governing company operations, including share capital provisions, directors' duties, company administration requirements, and share issuance and transfer rules

Financial Services and Markets Act 2000: Regulatory framework covering financial promotion restrictions, securities regulations, and investor protection provisions

Employment Rights Act 1996: Legislation governing employment relationships, relevant when options are part of employee compensation packages and affecting employment terms and conditions

Income Tax (Earnings and Pensions) Act 2003: Tax legislation governing the treatment of share options, including reporting requirements and employee tax obligations

Corporation Tax Act 2009: Legislation covering company tax implications and potential tax deductions related to share options

Enterprise Management Incentives legislation: Specific tax legislation (Schedule 5 of Income Tax Act 2003) governing tax-advantaged EMI share options

Data Protection Act 2018 and UK GDPR: Privacy and data protection legislation governing the handling of personal data in the context of share option agreements

FCA Rules: Regulatory requirements from the Financial Conduct Authority, particularly relevant for regulated companies

Articles of Association: Company's constitutional document governing share rights, transfer restrictions, and pre-emption rights

Contract Law principles: Common law principles governing contract formation, including offer, acceptance, consideration, and intention to create legal relations

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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