Legal Precedents

[ insert name of company ] Trust deed [ insert name of company ] Share Incentive Plan This Deed is dated and entered into BETWEEN [ INSERT NAME OF COMPANY ], a company registered in England and Wales under number [ insert company number ] (the Company), whose registered office is at [ insert address of company ]; [ INSERT NAME OF TRUSTEE ], a company registered in England and Wales under number [ insert company number ] whose registered office is [ insert address of trustee ] (the Trustee). Whereas: The Company intends to establish a share incentive plan titled the [ insert name of company ] Share Incentive Plan (the Plan), which meets the requirements of Schedule 2 to the Income Tax ( Earnings and Pensions) Act 2003. The creation of the Plan was authorised by a...

This Deed is entered into on [ insert date of Deed ] Parties [ Insert name of Company ], incorporated in [ insert where the Company is registered ], bearing company number [ insert company registration number ], with its registered office at [ insert address of registered office of the Company ] ( Company ); and [ Insert name of Trustee ], incorporated in [ insert where the Trustee is registered if a company ] (acting as trustee of the [ insert name of EBT ] ( EBT )), whose registered office is at [ insert address of registered office of Trustee ] ( Trustee )......

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 ] (registered 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) [ [ insert name of Grantor (if different from Company) (registered number [ insert registered number of company ]) with its registered office at [ insert address of registered office of company ] ] ( Grantor) ] BACKGROUND ( A) [ The Company has agreed to provide the Option Holder with an Option to acquire Shares on the terms contained in this Agreement and subject to the rules of the [...

This DEED is entered into on [ insert date on which this deed is executed by all parties ] Parties [ Insert name of Company ] whose registered office is at [ insert address of registered office ] and whose registered number is [ insert registered number of Company ] (the Company); and [ Insert name of Trustee ] whose registered address is at [ insert address ] [ and whose registered company number is [ insert registered company number of Trustee ] ] (the Original Trustee). Background The Company intends to establish a trust to be known as the [ insert name of EBT ] with the objective of encouraging, motivating and retaining Employees within the Group Companies by providing benefits to such Employees and their dependants. The Company has transferred to the Original Trustee the sum of £[ insert...

Invitation to buy partnership [ and receive matching ] shares under the [ insert name of company ] Share Incentive Plan We’re delighted to confirm you qualify to join the [ insert name of company ] share incentive plan now. Through this plan, you can acquire [ insert name of company ] shares by way of regular monthly deductions taken from your pre-tax salary, making participation straightforward and convenient. [ As added benefit, you will also receive [ insert number of matching shares ] extra share [ s ] for every [ insert number of partnership shares ] share [ s ] you purchase (these are called matching shares) ] . To participate, simply follow the steps set out below when you are ready. [ There is no deadline for applications – you can choose to take part at any time. OR The deadline for...

Award of free shares under the [ insert name of company ] Share Incentive Plan ( SIP) We are delighted to confirm that you qualify to receive an allocation of free shares through the [ insert name of company ] Share Incentive Plan ( SIP). The [ value OR number ] of free shares due to you is [ insert number or value of free shares ] [ subject to a maximum value of free shares of £3,600. ]. Full particulars of your free share award will be shared with you after the award has been finalised, and you will receive the relevant information about your free shares in due course. [ Insert any details of any criteria used to determine the entitlement to free shares (remuneration, length or service or hours worked. ] [ Insert details of any applicable...

[ insert full name of Trustee ] serving as trustee for 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 ] ( EBT ) We write to you in your role as trustee of the EBT ( Trustee )......

That: the [ insert name of company ] Share Incentive Plan ( SIP), together with the trust deed and rules summarised on pages [ insert page number ] to [ insert page number ] of this Notice of General Meeting, produced to the meeting and initialled by the Chair for identification, be and are hereby approved, and the directors are hereby authorised to adopt them (subject to any amendments they deem necessary or desirable to ensure the SIP complies with Schedule 2 to the Income Tax ( Earnings & Pensions) Act 2003); and the directors be and are hereby authorised to: carry out all actions and matters they consider necessary or desirable to implement and give effect to the SIP; and establish further plans derived from the SIP,...

[ insert name of company adopting the CSOP ] (the Company) — [ insert Company number ] Record of 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 appointed to chair the meeting. It was confirmed that due notice had been issued in accordance with the Company’s articles of association ( Articles) and that the meeting was quorate. The Chair accordingly declared the meeting duly opened......

[ insert name of Company ] Company No [ insert registered number of Company ] (the Company) Record of a meeting (the Meeting) of the Company’s Directors 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 noted that due and proper notice of the Meeting had been served, that a quorum of directors was in attendance and the Meeting was accordingly therefore duly constituted......

[ insert full name of Trustee ], acting as trustee of the [ insert full name of the employee benefit trust ] [ insert full address of Trustee ] [ 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 ( Trustee )......

[ insert name of company who granted the company share option plan ( CSOP) option ] ( Company ) Option certificate in respect of an Option granted under the [ insert name of CSOP ] ( Plan ) Name Number of Shares Exercise Price Date of Grant Date from which Option is normally exercisable This certificate confirms that you are the holder of an Option entitling you to acquire, up to the maximum permitted, [ insert class and nominal value of shares ] shares in the Company ( Shares) as detailed above. The Option was granted on the Date of Grant noted above under a global deed of grant entered into by the Company [ and is conditional upon the Performance Target(s) appended to this certificate ]......

[ insert name of company adopting the EMI scheme ] ( Company)—[ insert Company number ] Record of a meeting of the [ remuneration committee of the ] Company’s board of directors duly 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 elected to act as Chair of the meeting. It was confirmed that notice of the meeting had been duly issued in line with the Company’s articles of association ( Articles) and that a quorum was in attendance. Accordingly, the Chair opened the...

This Deed is made on [ insert date on which the deed is executed ] between [ insert name of the company granting the options ], whose registered office is at [ insert address of registered office ] ( Company). By this deed, the Company grants Options under the [ insert the name of the plan pursuant to which the options are granted ] ( CSOP) to the Eligible Employees, at the Exercise Price and for the number of [ insert class of shares and nominal value of shares which are being granted under option ] ( Shares) specified in Appendix 1 to this Deed......

Ordinary resolution: That the policy on directors’ pay detailed on pages [ insert page no....

Venture Capital Reliefs Team [ insert date of letter ] HM Revenue and Customs [ insert the email address of sender ] BX9 1QL [ insert the contact telephone number of sender ] Our reference: [ insert the reference number of the company or sender ] Your reference: [ insert HMRC reference if prior correspondence exists, otherwise leave blank ] [ Dear Sirs OR [ insert name of HMRC inspector ] ] [ insert company name ] ( Company) — application for advance assurance under the enterprise management incentives ( EMI) scheme 1 Purpose of the letter I write on the Company’s behalf to seek confirmation in advance that the Company is......

[ insert option holder’s name ] [ insert option holder’s address ] Dear [ insert option holder’s name ] Formal proposal to carry forward an option issued under [ insert name of scheme/details of the option agreement pursuant to which the option was granted ] ( EMI Scheme) 1 Introduction 1.1 We draw your attention to the following: 1.1.1 the intended purchase of [ insert name of company whose shares are currently under option ] ( Company) by [ insert name of acquiring company ] ( Acquiring Company and Acquisition) and 1.1.2 the EMI option relating to [ insert number of shares originally granted under option and the class of shares ] shares in the Company ( Option) awarded to you pursuant to an option agreement dated [ insert date of the option agreement pursuant to which the original option was granted ] ( Option...

GRANT OF OPTIONS Following the passing of the necessary shareholder and/or board resolutions that adopt the EMI Scheme and approve the grant of EMI options, the option agreements must be executed and witnessed by the relevant option holders, and signed on behalf of the Company by [ two directors or a director and a company secretary OR a director in the presence of a witness ]. If the grantor of the EMI options is not the Company, the grantor must also sign the option agreements. Once all signatures and witnessing are complete, the agreements should be dated, using the date on which the final party executes the option agreement. After execution, the Company should keep the original agreement and provide each option holder with a copy, together with a copy of the EMI Scheme rules and the Company’s articles of...

Ordinary resolution That the directors’ remuneration report, excluding the section comprising the directors’ remuneration policy as set out and shown on pages [ insert page no ] to [ insert page no ], as included within the Company’s annual accounts and reports for the financial year ended [ insert date ], hereby be received and approved......

This [ Agreement OR DEED ] is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of buyer ] [ of [ insert address ] OR trading under the name [ insert trading name ] at [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ], registered number [ insert registered number ], whose registered office is at [ insert address ] ] (the Buyer), [ insert name of seller ] [ of [ insert address ] OR trading under the name [ insert trading name ] at [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an...