Legal Precedents

[ insert name of company who granted the award pursuant to the long term incentive plan ( LTIP) ] ( Company ) [ insert name of LTIP ] ( Plan ) Name Number of Shares referenced for the Cash Award Date of Grant Normal Vesting Date [ , conditional upon satisfaction of Performance Targets ] We hereby confirm that you are entitled to a Cash Award, detailed in the manner set out within the table above......

[ insert full name of trustee ] as trustee of the [ insert full name of the employee benefit trust ] [ insert full address of trustees ] [ insert date of letter ] Dear Trustee(s) [ insert name of the employee benefit trust ] (the EBT) We write to you in your role as trustee of the EBT (the Trustee)......

That: the [ insert name of company ] Company Share Option Plan (the Plan), as set out in the rules of the Plan made available before and during the meeting, the key terms of which are outlined in a circular to shareholders dated [ insert date ], is approved; and the directors are authorised to: take all actions necessary to adopt and bring the Plan into effect [ , and ] [ put in place further plans derived from the Plan, with suitable modifications, for use in any overseas jurisdictions to reflect local tax, exchange control or securities laws, provided that any ordinary shares made available under any such further plans are counted towards any limits on individual or overall participation in the Plan ]......

This Deed is made on [ insert date on which the deed is executed ] by [ insert name of the company granting the Awards ], whose registered office is at [ insert address of registered office ] ( Company ). Under this Deed, the Company grants Awards in accordance with [ insert the name of the plan pursuant to which the Awards are granted ] ( LTIP ) to the Eligible Employees, of the relevant type, at the Option Price (where applicable), and relating to the number of [ insert class of shares and nominal value of shares which are being granted under Award ] ( Shares ) as detailed and specified in Appendix 1 to this Deed......

This Precedent This Precedent is an illustrative bonus schedule for insertion as a schedule into an employment contract or a director’s service agreement. It grants entitlement to an annual bonus determined by reference to a company’s earnings before interest, tax, depreciation and amortisation ( EBITDA). EBITDA is a benchmark used to assess a company’s overall performance......

[ insert date of letter ] [ insert name of employee ] [ insert address of employee ] Dear [ insert name of employee ] [ insert name of Company ] (the Company ) Option granted under the [ insert name of CSOP ] (the Plan ) I am pleased to advise that the directors of the Company have authorised the grant of a company share option plan ( CSOP) share option ( Option ) to you under the Plan. Enclosed is the option certificate confirming the grant of the Option, together with a copy of the Plan rules, which explain how your Option is governed. Summary of the terms of the Option The Option allows you to acquire [ insert maximum number and type of shares which can be exercised pursuant to the Option deed of grant ] shares in the Company ( Shares ) on [ insert date / event on...

[ insert name of Company ] Company Number [ insert registered number of Company ] (the Company) Minutes of a meeting of the Board of Directors of the Company, convened at [ insert time of meeting ] on [ insert date of meeting ] Name Position Present: In attendance: Apologies for absence received from: 1 Notice and quorum 1.1 The Chair confirmed that proper notice of the Meeting had been provided, that a quorum of directors was in attendance, and that, accordingly, the Meeting was validly convened......

[ Insert name of company adopting the unapproved option plan ] (the Company)—[ insert Company number ] Minutes of a meeting of the [ remuneration committee of the ] board of directors of the Company convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ]. Present [ insert name of director to be Chair ] (the Chair) [ insert names of directors present ] In attendance [ insert names of those in attendance ] Apologies [ insert names of directors who are unable to attend meeting ] 1 Notice and quorum [ insert name of Chair ] assumed the position of Chair for the meeting. It was noted that due notice of the meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was...

[ Insert name of company which adopted the unapproved share option plan ] ( Company)— Company number: [ insert Company number ] Minutes of a meeting of the [ remuneration committee of the ] board of directors of the Company convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ]. Present [ insert name of director to be Chair ] (the Chair) [ insert names of directors present ] In attendance [ insert names of those in attendance ] Apologies [ insert names of directors who are unable to attend meeting ] 1 Notice and quorum [ insert name of Chair ] was appointed as Chair of the meeting. It was noted that due notice of the meeting had been given in accordance with the Company’s articles of association ( Articles) and that a quorum was present. The Chair...

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)......

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 incorporated in England and Wales (registered number [ insert company number ]) ] (the Nominee ). BACKGROUND ( A) On [ insert date on which LTIP Restricted Award was granted ] (the Date of Grant ), [ insert name of Participant ] (the Participant ) received a Restricted Award (the Award ) in respect of [ insert number and class of shares under Restricted Award ] in the share capital of [ insert name of company whose shares are subject to LTIP awards ] (the Company ) pursuant to the [ insert name of LTIP ] (the Plan ), and, accordingly, all Shares comprised in the Award have been...

What is the [ insert name of EMI scheme ]? [ insert name of company establishing EMI scheme ] (the Company) has set up the [ insert name of EMI scheme ] scheme ( EMI Scheme). Under the EMI Scheme, the Company may, from time to time, issue enterprise management incentives ( EMI) qualifying share options as well as unapproved share options. Unless this document states otherwise, you have been awarded EMI qualifying share options under your grant. These FAQs summarise the principal terms of the EMI Scheme and highlight certain tax advantages available to participants. The comprehensive provisions of the EMI Scheme are contained in the option grant documentation in full. Where any inconsistency arises between the EMI Scheme rules and/or your option agreement and these FAQs, the plan rules will prevail. What are EMI options? The EMI Scheme under which your option was granted is a...

Form of notice of exercise The Company Secretary [ insert date ] [ insert name of company that granted the option ] ( Company ) [ [ insert address of company that granted the option ] ] From: [ insert name of option holder ] 1 Exercise of the Option With reference to the option awarded to me on [ insert date on which the share option was originally granted ] concerning [ insert class and nominal value of shares under option ] shares in the Company ( Shares ) pursuant to the [ insert name of LTIP under which option was granted ] ( Plan ) ( Option ), I hereby notify you that I am exercising the Option over [ insert number of shares being exercised ] Shares at an exercise price of £[ insert exercise price per share as in the...

This PARTICIPANT AGREEMENT This PARTICIPANT AGREEMENT must be executed and sent back within [ 30 ] DAYS from the date your award is granted, OTHERWISE THE AWARD WILL LAPSE. PLEASE, THEREFORE, REVIEW THIS AGREEMENT carefully together with the accompanying plan rules, and then sign this agreement in the presence of a witness (who should also sign and provide their particulars where requested), [and also sign the TAX election contained in the appendix]. After signing, please return the Agreement [and appendix] TO [ insert name AND CONTACT DETAILS ] so that it is received AS PROMPTLY AS POSSIBLE AND, IN ANY CASE, BY [ insert TIME AND DATE ]. [ insert name of company who granted the award pursuant to the long term incentive plan ( LTIP) ] ( Company ) [ insert name of LTIP ] ( Plan ) I confirm my...

This Agreement is entered into on [ insert date of execution of the agreement ]. Parties [ insert name of acquiring company whose shares are being granted under the replacement option ] (company number [ insert registered number of company ]), with its registered office at [ insert address of registered office of company ] ( Company ) [ insert name of Option Holder ] of [ insert address of option holder ] ( Option Holder ) BACKGROUND On [ insert date of grant of original EMI option ], the Option Holder received from [ insert name of EMI scheme company that granted the original EMI option ] ( Original Grantor ) an option over shares in the Original Grantor ( Original Option ). The Company has acquired Control of the Original Grantor as part of a company reorganisation as defined under paragraph 39 of Schedule 5, and intends to grant the...

This Agreement is entered into on [ insert date of execution of the share option agreement ] Parties [ insert name of Company whose shares are being subscribed for ], a company incorporated and registered in [ insert country ] with number [ insert company registration number ], with its registered office at [ insert registered office ] ( Company). [ insert name of Subscriber ], of [ insert address of Subscriber ] ( Subscriber). BACKGROUND The Subscriber has agreed to subscribe for [ insert number of growth shares to be subscribed for, and class of the growth shares ] shares, each with a nominal value of £[ insert nominal value of the growth shares ], in the capital of the Company, on and subject to the terms and conditions of this Agreement......

[ Insert name of organisation ] This notice outlines the personal data (information) we keep about you, how we obtain it, and the ways in which we use and may share it during your employment and once it has concluded. Data protection legislation requires us to give you this information. Please make sure you read this notice (sometimes called a ‘privacy notice’) and any similar notice we may issue from time to time whenever we collect or handle your personal data... Who collects the data [ Insert name of employer ] [ trading as [ insert trading name, if different ] ] (‘ Company’) is the ‘controller’ of personal data and collects and uses certain information about you. [ This information is also used by our affiliated entities and group companies, namely [ insert details or a link, or otherwise show where details of group...

[ Insert name and address of client ] Private and confidential Dear [ insert name ] New data protection privacy notices Following [ set out details of the action that the employer has already taken in order to effectively launch the new notices, eg information sessions, training etc ], please find enclosed a data protection privacy notice......

[ insert name of option holder ][ insert address ][ insert postcode ][ insert date ] Dear [ insert name of option holder ], [ insert name of option plan ]: effect of recent rights issue on your option[s] 1 Introduction On [ insert date ], [ insert name of company ] (the Company) invited all shareholders to take up additional shares in the Company. Eligible shareholders could apply for [ insert number ] new shares for every [ insert number ] already held. The subscription price was [ insert currency and amount ] per new share, representing an approximate discount of [ insert currency and amount ] to the share price on [ insert date ]. [ Further information about the rights issue can be found in the enclosed copy of the document sent to shareholders. ] 2 Effect of the rights issue on your...

This Deed is made on [ insert date ]. Parties [ Insert name of company ] with company number [ insert company number ], whose registered office is at [ insert address ] (the Company). [ Insert name of participant ] of [ insert address ] (the Participant). Background and interpretation The Company has set up the [ insert name of plan ] (the Plan). The Participant is an Eligible Employee, and the Company intends to grant an Award to the Participant under the Plan. Expressions defined in the rules of the Plan (the Rules) (but not defined in this Deed) carry the same meanings in this agreement unless the context dictates otherwise. This agreement is executed as a Deed. This agreement is SUPPLEMENTAL to the Rules. If there is any ambiguity or...