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Deferred share bonus plan meaning

What does Deferred share bonus plan mean?
A deferred share bonus plan is an employee share incentive under which some or all of a cash bonus is delivered in company shares, with delivery deferred for a set period. During the deferral, the award normally vests only if the employee remains in service; unvested awards may lapse on leaving. This is a descriptive market term, not defined in legislation or case law. Plans operate within company law, tax, listing and regulatory frameworks. Key features typically include: awards structured as conditional shares, restricted stock units or nil‑cost options; a deferral of one to several years; vesting conditions based on continued employment, conduct and sometimes performance; leaver/forfeiture provisions; malus and clawback; dividend equivalents; and a post‑vesting holding or retention period. Settlement is usually in shares (occasionally cash) and administration may involve an employee benefit trust. In financial services, such plans are commonly used to meet PRA/FCA Remuneration Codes and Central Bank of Ireland rules mandating deferral and payment in shares or share‑linked instruments. Tax: in the UK and Ireland, income tax and social security charges generally arise via payroll on vesting or exercise, with capital gains tax potentially on sale thereafter. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland...
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View the related Practice Notes about Deferred share bonus plan

PRACTICE NOTES
UK CGT on LTIP‑derived shares: conditional awards, nil‑cost options, SARs and restricted shares; share identification rules, business asset disposal relief and reporting

What is a long-term incentive plan? As set out in the Practice Note: What is a long-term incentive plan?, the awards most frequently delivered under a long-term incentive plan (LTIP) typically comprise: conditional share awards (often referred to in the US as restricted stock units (RSUs)) nil-cost options share appreciation rights (SARs) forfeitable shares, sometimes described as restricted stock A brief summary outline of the likely capital gains tax (CGT) treatment on disposals of shares obtained on the vesting of each LTIP award type is set out below. For more detail and background on the different award types available under an LTIP, see Practice Note: Structure of a long-term incentive plan—Types of awards for further guidance. Please note that this Practice Note proceeds on the basis that, at acquisition of the shares or otherwise on vesting of the LTIP awards, the employee has been fully subject to income tax and, where the shares are readily convertible, national insurance...

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PRACTICE NOTES
UK long-term incentive plans: benefits, design flexibility and risks; IA 2024 guidance and governance expectations; Companies Act 2006 and tax issues; market practice including restricted and hybrid alternatives

A long-term incentive plan (LTIP) Within listed companies, the term LTIP typically refers to executive share arrangements whereby senior staff receive share-based awards that vest over no less than three years, usually followed by a further two-year holding requirement. For an introduction to LTIPs, see Practice Note: What is a long-term incentive plan? Using LTIPs to drive senior executive performance has become accepted market practice among listed companies. Yet, in July 2016, the Executive Remuneration Working Group—an independent body formed by the Investment Association—issued its final report on the design of executive pay, urging every company to assess whether the conventional LTIP model remained suitable for its business or if it should depart from that approach. In the Working Group’s view, rather than defaulting to an LTIP, companies must identify the structure that best fits their organisation and engage with shareholders to gauge their views on the preferred framework. The emphasis was on careful selection of pay structures and meaningful dialogue with shareholders before settling on any model, rather...

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PRACTICE NOTES
Deferred Share Bonus Plans under UK Law: structuring as employees’ share schemes, governance and shareholder approval, dilution limits, performance and leaver terms, financial services deferral, tax treatment, and dividends

Deferred share bonus: key elements Deferred share bonus arrangements are usually made up of the following core features: they are set up as employees’ share schemes within section 1166 of the Companies Act 2006 (CA 2006)—see Practice Note: The Companies Act definition of employees' share scheme and its implications participants are generally also enrolled in the company’s annual bonus plan...

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View the related Precedents about Deferred share bonus plan

PRECEDENTS
Precedent: LTIP Matched Award Certificate—Acceptance, Vesting, Performance Targets, Holding Period, Lapse and Dividend Equivalent

[ insert name of company who granted the award pursuant to the long term incentive plan (LTIP) ] ( Company ) [ insert name of LTIP ] ( Plan ) Name Quantity of Shares under the Matched Award Grant Date Standard vesting date[, subject to meeting the Performance Targets] End of Holding Period This confirms that you are the holder of a Matched Award conferring the right to acquire up to the maximum number of Shares in [ insert name of Company whose shares are being granted under both invested and where relevant Matched Awards ], as detailed in the table above...

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PRECEDENTS
LTIP Option Certificate Template: Vesting, Performance Targets, Exercise Restrictions, Holding Period, Cessation of Employment, and Tax/NICs Indemnity

[ insert name of company who granted the option pursuant to the long term incentive plan (LTIP) ] ( Company ) [ insert name of LTIP ] ( Plan ) Name Number of Shares under Option Option Price per Share Date of Grant Normal Vesting date [ , subject to satisfaction of Performance Targets ] End of Holding Period We hereby confirm that you hold an Option permitting you to acquire up to the maximum number of Shares in [ insert name of Company whose shares are being granted under option ] as shown in the table above. The Option was issued on the Date of Grant set out above under a global deed of grant entered into by the Company [ and is conditional upon the Performance Target(s) attached to this certificate ]. The Option Price due per Share when the Option is exercised is likewise specified in the table above...

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PRECEDENTS
Nominee declaration of trust for LTIP shares arising from contingent/matched awards or options during holding period, including voting/dividend directions, transfer restrictions, clawback/malus and nominee protections

This declaration of trust is entered into on [ insert date on which this declaration of trust is executed ] by [ insert name of nominee ] of [ insert address of nominee ] [ , a company registered in England and Wales (registered number [ insert company number ]) ] (the Nominee). BACKGROUND (A) On [ insert date on which LTIP Contingent / Matched Award / Option was granted ] (the Date of Grant), [ insert name of Participant ] (the Participant) received a [ Contingent Award OR Matched Award OR Option ] (the Award) over [ insert number and class of shares under award or option ] in the capital of [ insert name of company whose shares are subject to LTIP awards ] (the Company) pursuant to the terms of the [ insert name of LTIP ] (the Plan)...

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