Unapproved share option meaning

In this issue: Employment issues New content Company law and regulatory Trackers Dates for your diary Weekly highlights from other practice areas Employment issues Option holder denied chance to exercise options entitled to relief based on proprietary estoppel The High Court has ruled on a claim by Mr Andrew Dixon against GlobalData plc concerning share options under the company’s unapproved employee share option plan (the Plan). Between January 2006 and 31 December 2014, Mr Dixon worked for Canadean Limited, which became a subsidiary of GlobalData after its purchase in September 2010. He received 400,000 options in January 2011 under the Plan. In September 2014, he was notified that his employment would end. After talks with senior management, his termination date was moved to the end of December 2014 on amended terms. The Court found that the then CEO, Mr Simon Pyper, had assured him that his options would “vest in line with current conditions”. Mr Dixon subsequently...

In this issue: Benefits Prohibited conduct Maternity, parents and carers Performance, conduct and discipline Data protection and employee information Bribery, modern slavery, tax evasion and fraud Employment Tribunals Dates for your diary Trackers Employment resources on Lexis+® LexTalk®Employment: a Lexis®Nexis community Daily and weekly news alerts Benefits Company cars: advisory fuel rates from 1 September From 1 September 2025, HMRC has updated the advisory fuel rates. A new public charging rate for fully electric cars has also been added. These figures are strictly for use only in situations where employers reimburse staff for business mileage in company cars, or require staff to repay the cost of fuel used for private journeys. See: LNB News 22/08/2025 18. High Court upholds claim for proprietary estoppel based on employer’s assurances that share options would continue post-termination In Dixon v GlobalData PLC [2025] EWHC 2156 (Ch), the claimant held share options in the...

At any one time, an individual can be employed by more than one employer, commonly working on a part-time basis for each business. Those businesses might belong to the same group or be entirely unconnected to one another. Participation in numerous Share incentives glossary A–Z—Unapproved share option arrangements is generally not problematic; accordingly, this note concentrates on examining the effect of such simultaneous employments on an employee’s capacity to participate in HMRC statutory tax-advantaged plans, namely: enterprise management incentives (EMI) schemes company share option plan (CSOPs) share incentive plans (SIPs), and save as you earn (SAYE) schemes For more general information on each of these schemes, see Practice Notes: How EMI schemes work and key features How CSOPs work and key features How SAYE schemes work and key features What is a SIP? This Practice Note examines the definitions of connected, group, qualifying subsidiaries, associated and constituent companies for each tax-advantaged share...

Introduction This Practice Note sets out the principal UK tax and legal issues that can arise where an end user intends to provide shares, share options or other forms of equity to an individual in another jurisdiction who is engaged under an arrangement with an employer of record or a professional employer organisation. It looks at both perspectives: a UK end user offering equity to people overseas, and a non-UK end user granting equity to individuals situated in the UK. In every case, the particular rules and regimes of the relevant overseas territories must also be assessed. For a template that an end user can use to grant a share option to an individual engaged via an employer of record arrangement, see Precedent: Standalone unapproved share option agreement for a worker engaged via an employer of record. What is an employer of record structure? ...

The aim of this note is to set out the principal areas in which parallel options are commonly useful, how they interact with other share incentive arrangements, HMRC’s acceptance of such plans and the practical considerations around implementation. The main application of parallel options is either to add tax efficiency to an unapproved share incentive arrangement or to address issues within existing arrangements such as underwater options. Practitioners should exercise particular care when putting in place parallel options that involve a tax-advantaged scheme such as an enterprise management incentives (EMI) scheme or a company share option plan (CSOP). The key points are highlighted below (together with HMRC’s published views). What are parallel options? Parallel options are employee share option arrangements that are linked to another employee share incentive scheme. They will typically be introduced either to enhance another share plan, eg deliver tax efficiency, or to help ‘fix’ problems with the main incentive scheme, eg where options are underwater. They can relate to either phantom options or options...

This Agreement is entered into on [ insert date of execution of the share option agreement ] Parties [ insert name of Company whose shares are being granted under option ] (Company) [ insert name of Option Holder ] (Option Holder) [ [ insert name of Grantor (if different from Company) ] (Grantor) ] BACKGROUND [ As at the date of this Agreement, the Company has agreed to grant the Option Holder an Option to acquire Shares on the terms set out in this Agreement and in line with the rules of the [ insert name of unapproved option plan ] (Rules). OR The Company and the Grantor intend that, as at the date of this Agreement, the Option Holder is to be granted an Option to acquire Shares on the terms stated in this Agreement and in accordance with the rules of the [ insert name of unapproved option plan ] (Rules). ] [ The Company...

This AGREEMENT is entered into on [ insert date of execution of the share option agreement ] Parties [ insert name of company whose shares are being granted under option ] (company number [ insert registered number of company ]) whose registered office is at [ insert registered address of company ] (the Company) [ and ]; [ insert name of option holder ] of [ insert address of option holder ] (the Option Holder) [ ; and ] [ [ insert name of grantor (if different from company) ] of [ insert address of grantor ] (the Grantor ). ] Background [ As at the date of this Agreement, the Company has agreed to grant the Option Holder an Option to obtain Shares on the terms contained in this Agreement. OR As at the date of this Agreement, the Company and the Grantor intend that the Option Holder shall be granted an Option to obtain Shares on...

[TO BE PRINTED ON COMPANY HEADED NOTEPAPER] [ date ] To [ insert name of option holder ] Right to acquire [ insert class of shares ] shares in the capital of [ name of company ] [ insert name of company ] (the Company) hereby offers you a share option (the Option) conferring the right to acquire [ insert number ] [ insert class and nominal value of shares ] in the capital of the Company (the Shares) at an exercise price of £[ insert exercise price per share ] per Share (the Exercise Price). The Option can be exercised from the date of this letter and shall expire, to the extent it is not exercised, on [ insert details, dates or events on which the option will lapse — this should be within two to three months ]...

The appropriate section of the HMRC annual return to complete hinges on whether the relevant share appreciation right (SAR) or restricted stock unit (RSU) constitutes a securities option for the purposes of s 420(8) of the Income Tax (Earnings and Pensions) Act 2003. In both scenarios, the award counts as a securities option if it grants a legal entitlement to obtain shares, and this, in turn, is determined in practice by the precise terms of the award concerning the method by which settlement may actually occur...