Jurisdiction(s):
United Kingdom

Key definition

Rules definition

What does Rules mean? Rules describes the written provisions that govern how a pension scheme operates—especially occupational pension schemes—usually contained in, or annexed to, the trust deed (trust deed and rules). Legislation refers to these as scheme rules (for example, Pensions Act 1995 and Pensions Act 2004 in the UK, and the Pensions Act 1990 in Ireland). Scheme rules set out eligibility, benefit structure (defined benefit or defined contribution), contributions, service and accrual, retirement options and ages, revaluation/indexation, ill‑health and death benefits, transfers in and out, leaver provisions, forfeiture, augmentation, priority on winding‑up, discretions and decision‑making, and the scheme’s amendment and termination powers. They also...

Micklefield clause: excluding compensation for loss of equity and incentive scheme rights on termination, limiting challenges to discretionary decisions, and confirming awards are not part of remuneration or entitlement

Published by a LexisNexis Share Incentives expert

Precedents

During employment, the employee may receive rights, in accordance with and conditional upon the Rules from time to time of [ name of option/Equity scheme ] or any profit sharing, share incentive, share option, bonus or phantom option scheme run by the Company or any other Group Company, relating to Shares in the Company or any other Group Company (the Award) as determined under the applicable plan rules...

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Sam Whitaker

Debevoise & Plimpton LLP

Sam is an International Counsel in the London office of Debevoise & Plimpton LLP. He provides the full range of employment and benefits advice on transactions and stand-alone employment matters. He has substantial experience of advising on the employment and benefits aspects of various transactions, including UK listings, share and asset acquisitions and disposals (both UK-based and multi-jurisdictional transactions), joint ventures and other transactions. He provides the full range of stand-alone employment advice including the implementation of employment and benefit arrangements for senior executives, implementing executive severance arrangements, managing UK and international redundancy exercises and related consultation requirements, the establishment of share incentive and bonus plans, employment litigation involving restrictive covenants, unfair and wrongful dismissal and discrimination issues. He also advises on compliance with regulatory requirements on remuneration, in particular the FCA/PRA’s Remuneration Codes and, at a European level, CRDV....

Web page updated on 22/05/2026

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