Legal Precedents

Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that the tax concessions linked to ESS would be withdrawn. The changes remove the following in respect of employee shareholder shares: income tax and NICs relief on the first £2,000 of employee shareholder shares allotted to an individual the capital gains tax exemption applying to all, or part, of those ESS shares the rule that treated consideration paid by a company on a buy-back of employee shareholder shares as something other than a distribution in the shareholder’s hands These withdrawals apply to any employer shareholder agreements entered into on or after 1 December 2016. However, where an individual had received independent advice about entering into an employer shareholder agreement before 23 November 2016, they could still complete the...

[ TO BE PRINTED ON COMPANY HEADED NOTEPAPER ] [ Insert name of Trustee ] [ Insert address of Trustee ] Date: [ Insert date ] Dear Trustee(s) [ Insert name of company whose shares will be subject to JSOP awards ] ( Company) [ Insert name of trust ] ( Trust) We write to you in your capacity as Trustee of the Trust, created to encourage and enable the acquisition and retention of the Company's shares by, or for the benefit of, the Trust's beneficiaries. Subscription for jointly held shares The Company asks that you consider using your discretion to subscribe, on a joint basis, for a total of [ insert number and class of shares ] shares in the Company together with the employees named in the attached schedule ( Schedule ), each of whom is a beneficiary of the Trust. Any such joint subscription would be...

Definitions Awards • refers to the respective rights to obtain shares granted to each Award Holder, as described in the Awards Schedule; Award Holders • refers to the individuals whose names are set out in the Awards Schedule; and Awards Schedule • refers to [insert appropriate cross-reference to the relevant schedule or other document where the full particulars of the Awards and the Award Holders are recorded]. Warranties 1 Share incentives—general 1.1 The Awards represent the sole existing rights to acquire securities or shares in any Group Company. Other than the Awards, no employee, officer, consultant or other service provider of any Group Company (including any former, prospective, nominee or associate of such a person) holds any contractual entitlement to future grants or awards under any share-based incentive scheme, nor any assurance that any such award will be made. There are likewise no...

Definitions Option — the respective entitlements to purchase Shares conferred on each Option Holder; Option Holder — [ insert the list of Option Holders whose Options are becoming capable of exercise, or refer to the relevant schedule of Option Holders ]......

[ insert name of company adopting the LTIP ] ( Company)—[ insert Company number ] Minutes for a meeting of the Company's [ remuneration committee of the ] board of directors, 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 chosen as Chair of the Meeting. It was confirmed that due notice of the Meeting had been provided in accordance with the Company's articles of association ( Articles ) and that a quorum was present....

To: [ insert name of Trustee ] I write in connection with the agreement dated [ date ] between you and me and [ insert name of the Company whose shares are under the JSOP award ] (the Company), pursuant to which we jointly acquired Shares in the Company (the Deed). Further to clause 6.1 of the Deed, the Company has confirmed that [ all of OR insert percentage of ] my Participant’s Interest in the Shares has Vested. Accordingly, I exercise my Sell Right under clause 6.2 of the Deed and require you to join me in the sale of [ all of OR insert number representing the percentage of the Shares which have vested ] of the Shares. Please arrange that sale at the earliest practicable opportunity and thereafter distribute the resulting sale proceeds in accordance with clause 6 of the Deed. My share of the...

To: [ insert name of participant ] We write regarding the agreement that we entered into on [ date ] with you and [ insert name of the Company whose shares are under the JSOP award ] (the Company), under which we both jointly acquired shares in the Company with you thereunder (the Deed)......

[ Insert name of company adopting the SIP ] (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 ] took the chair for the meeting. It was noted that due notice had been given in line with the Company’s articles of association (the Articles) and that the meeting was quorate. Accordingly, the Chair declared the meeting open......

[ 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 under Award Date of Grant Normal Vesting date[, subject to satisfaction of Performance Targets] End of Holding Period This document confirms that you are the recipient of a Contingent Award enabling you to acquire up to the maximum number of Shares in [ insert name of Company whose shares are being granted under award ], as set out above......

[ 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......

[ 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...

This certifies you hold a Restricted Award to acquire up to the maximum Shares in [ insert name of Company whose shares are being granted under award ]. Granted on the Date of Grant under a global deed executed by the Company [ and subject to the Performance Target(s) attached ]. Made under the Plan Rules. You must sign a Participant Agreement within [ 30 ] days of grant to accept the Restricted Award, otherwise it will lapse. Read the enclosed agreement and return it signed to [ insert name AND CONTACT DETAILS ] by [ insert TIME AND DATE ]. The Award will not normally Vest before the date above [ and remains conditional on the Performance Target(s) being met or waived ]. [ It will lapse automatically if you leave the Company or any Associated Company, save for the limited cases in the Rules ]. It is...

Additional definitions Option Holders — [ insert list of Option Holders exercising Options or refer to relevant schedule of Option Holders ] Options — the rights granted to each Option Holder to acquire Option Shares, exercised as at the date of this Agreement Option Shares — the [ insert aggregate number ] [ insert class of share ] shares of £[ insert nominal value ] each in the Company’s capital that Option Holders may acquire on exercising the Options Cashless exercise of Options Each Option Holder agrees the Buyer will, on that holder’s behalf, pay to the Company the amounts shown against their name in columns [ insert relevant columns detailing the aggregate exercise price payable and the amount of tax/ NICs payable ] of the table in Schedule [ insert relevant schedule ], settling the aggregate exercise price and any Tax...

This Deed is entered into on the [ insert ] day of [ insert month ] 20 [ insert year ]. Parties [ Insert name ] of [ address ] (the Participant); [ Insert name of company ], a company incorporated in England and Wales (registered number [ insert]), whose registered office is at [ insert address ] (the Company); and [ Insert name of trustee ], incorporated in [ insert jurisdiction ] with registration number [ insert ] and with a registered office at [ insert address ], as trustee (the Trustee) of the [ insert name of trust ]. Background ( A) The Company wishes to incentivise certain executive directors and employees within the Group by permitting them to acquire interests in its shares and has provided recommendations to the Trustee in connection with this. The Participant is an executive director or employee of the Group......

[ insert date of letter ] [ insert name of employee ] [ insert address of employee ] Dear [ insert name of employee ] [ insert name of Company ] (the Company ) I am pleased to inform you that the directors of the Company have authorised the award of an enterprise management incentives ( EMI) option ( Option ) to you. Enclosed is a copy of the option agreement, which must be signed by you and the Company for the grant of the Option to become effective. The Option gives you the right to purchase [ insert maximum number and class of shares which can be exercised pursuant to the Option agreement ] shares in the Company ( Shares ) at a price of [ insert exercise price of shares ] per Share [ upon an ‘ Exit’ event of the Company (which broadly means a...

[ Insert date of letter ] [ Insert name of employee ] [ Insert address of employee ] Dear [ insert name of employee ] [ Insert name of Company ] ( Company ) Option to be granted under the [ insert name of EMI scheme ] (the Scheme ) I am pleased to inform you that the directors of the Company have authorised the award of an enterprise management incentives ( EMI) share option to you under the Scheme ( Option ). I enclose a copy of the rules of the Scheme and the option agreement, both of which must be executed by you and the Company so that the grant of the Option can take effect......

[ 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 Company Secretary [ insert date of letter ] [ insert name of company who granted the option ] ( Company ) [ [ insert address of company that granted the option ] ] Form of notice of exercise From: [ insert name of option holder ] 1 Exercise of the Option Further to the option granted to me on [ insert date on which the share option was originally granted ] covering [ insert class and nominal value of shares under option ] shares in the Company ( Shares ) [ under the terms of the [ insert name of plan under which option was granted ] ( Plan ) OR by a deed executed by the Company on that date ( Deed ) ] ( Option ), I hereby notify you that I am exercising the Option for [ insert number of shares being exercised ] Shares at an...

[ TO BE TYPED ON COMPANY HEADED PAPER ] [ insert date ] [ insert name of employee ] [ insert address ] Dear [ insert name ] The [ insert name of company ] Bonus Scheme I am pleased to inform you that you have been chosen to take part in the [ insert name of company ] Bonus Scheme (the ‘ Scheme ’). Under the Scheme, you will qualify for a bonus payment linked to the profits of [ insert name of company ] (the ‘ Company ’) for the 12-month period ending [ insert date ] (the ‘ Bonus Year ’). The conditions governing if, and when, any bonus becomes payable to you are described in the Schedule to this letter (the ‘ Schedule ’). After the Bonus Year, the Board of the Company will decide that a portion of the Company’s profits for the Bonus Year will be set...

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......