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United Kingdom
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Key definition
Deferred share bonus plan definition

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...

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Deferred share bonus plans in the UK: Listing Rules, LTIP classification, shareholder approval and circulars, amendment constraints, Corporate Governance Code, institutional expectations, AIM practice and MAR compliance

Practice notes
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This Practice Note outlines the duties imposed on quoted companies regarding the creation, implementation and ongoing operation of a deferred share bonus plan. For a fuller overview of deferred share bonus plans, see Practice Note: An introduction to deferred share bonus plans.

UK listing rules

By their very nature, deferred share bonus plans will typically constitute employees’ share schemes under the Companies Act 2006 (CA 2006), as they are commonly established to promote or enable the holding of shares in the company by or for employees’ benefit. The UK Listing Rules (UKLR) adopt the CA 2006 definition, which covers any scheme:

  • that encourages or facilitates the holding of shares in, or debentures of, a company by or for the benefit of:
    • the bona fide employees or former employees of the company, any of its subsidiaries, the company’s holding company, or any subsidiary of the company’s holding company, or
    • the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees

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Jeremy Glover (Share Schemes)
Jeremy Glover (Share Schemes)

Jeremy is a senior incentives lawyer who has over 18 years' experience advising businesses on their employee and executive incentives and share plans. Jeremy's practice focuses on the field of remuneration, executive pay, employee share plans and management buyouts. Jeremy advises a broad range of clients including multinationals, quoted companies, privately owned companies (family, owner-managed businesses, venture capital backed and private equity backed). He also provides specialist expert advice to other professional advisers such as accountants, tax advisers and remuneration consultants for their clients. Jeremy has worked in private practice and in-house and enjoys advising clients using the benefit of both perspectives. Jeremy used to head up the incentives practices at Reed Smith LLP, Stephenson Harwood LLP and the Entrepreneurial Group at EY in London. Jeremy is now a senior consultant to a number of law and accounting firms including Reed Smith LLP, PWT Advice LLP and...

Web page updated on 21/05/2026

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