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Vested Equity Agreement for the United Kingdom

Vested Equity Agreement Template for England and Wales

A legally binding agreement under English and Welsh law that outlines the terms and conditions under which company equity is granted to an individual or entity, with specific provisions for how and when the equity vests over time. The agreement includes details about vesting schedules, conditions for acceleration, termination provisions, and relevant tax implications, while ensuring compliance with UK company law and financial regulations.

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What is a Vested Equity Agreement?

A Vested Equity Agreement is essential for companies in England and Wales looking to implement equity-based compensation structures. This document is typically used when companies want to grant equity to employees, consultants, or other stakeholders while ensuring their long-term commitment through a vesting schedule. The agreement defines the terms of equity acquisition, including vesting periods, cliff provisions, and acceleration events, while complying with UK corporate law and tax regulations. It's particularly common in startup environments and professional service firms where equity participation is a key component of compensation packages.

What sections should be included in a Vested Equity Agreement?

1. Parties: Identifies the company and the recipient of the vested equity

2. Background: Explains the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

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

5. Vesting Schedule: Specifies the vesting timeline, conditions, and milestones for equity vesting

6. Termination Provisions: Consequences of employment termination on vesting and treatment of vested/unvested shares

7. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges associated with the shares

8. Transfer Restrictions: Limitations on transfer of shares and any right of first refusal provisions

9. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority to enter into the agreement

10. Governing Law and Jurisdiction: Specifies that the agreement is governed by English and Welsh law and courts

What sections are optional to include in a Vested Equity Agreement?

1. Acceleration Provisions: Conditions for accelerated vesting in case of change of control, IPO, or other specified events

2. Lock-up Period: Additional restrictions on share transfers for a specified period after vesting

3. Tax Indemnities: Specific provisions dealing with tax obligations and protections for both parties

4. Drag and Tag Rights: Rights and obligations in case of sale of majority shareholding or company sale

5. Confidentiality: Provisions regarding the confidential treatment of company information

What schedules should be included in a Vested Equity Agreement?

1. Schedule 1 - Vesting Schedule: Detailed breakdown of vesting dates, percentages, and specific milestones

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

3. Schedule 3 - Board Resolutions: Copy of relevant board approvals for the equity grant

4. Schedule 4 - Tax Elections: Forms and elections required for tax purposes

5. Schedule 5 - Articles of Association Extract: Relevant sections of the company's articles affecting the vested shares

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Equity Agreement

Cost

Free to use
Relevant legal definitions







































Clauses


































Industries

Companies Act 2006: Primary legislation governing company law including share capital, share classes, directors' duties, shareholder rights and protections, share transfer provisions, and company constitution requirements

Employment Rights Act 1996: Legislation covering employment-related aspects of equity vesting, including rights and obligations of employee shareholders

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

Income Tax Act 2007 and Corporation Tax Act 2010: Tax legislation governing share awards, Enterprise Management Incentive (EMI) schemes, and tax treatment of vested shares

Data Protection Act 2018 and UK GDPR: Legislation covering personal data handling requirements and privacy considerations in share schemes

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

FCA Regulations: Financial Conduct Authority regulations applicable to regulated companies and compliance with financial services rules

Articles of Association: Company's constitutional document setting out rules for company operations and share dealings

Shareholders' Agreement: Existing agreement between shareholders defining rights, obligations, and procedures for share dealings

Stock Exchange Rules: Relevant listing rules and requirements if the company is publicly traded

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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