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Option Grant Agreement Template for England and Wales

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Key Requirements PROMPT example:

Option Grant Agreement

"I need an Option Grant Agreement for our Series A startup to grant EMI-qualifying share options to our new CTO, with quarterly vesting over 4 years starting from March 2025 and an exercise price of £2.50 per share."

Document background
The Option Grant Agreement is a fundamental document in equity compensation arrangements under English and Welsh law. It's commonly used when companies wish to incentivize employees, directors, or consultants by offering them the right to purchase company shares at a predetermined price. The agreement details crucial elements such as the number of shares subject to the option, exercise price, vesting conditions, and exercise periods. This document is particularly important for startups and growing companies looking to attract and retain talent while preserving cash. It must be carefully drafted to comply with UK tax legislation, particularly regarding EMI schemes and other tax-advantaged arrangements.
Suggested Sections

1. Parties: Identification of the company granting options and the option holder

2. Background: Context of the option grant and authority to grant

3. Definitions: Key terms used throughout the agreement

4. Grant of Option: Core terms of the option including number of shares and exercise price

5. Exercise Period: When the option can be exercised

6. Exercise Conditions: Conditions that must be met to exercise the option

7. Lapse of Options: Circumstances when options will lapse

8. Tax Provisions: Tax obligations and indemnities

Optional Sections

1. Vesting Schedule: Details of gradual vesting of options over time rather than immediately

2. Change of Control Provisions: Provisions governing what happens to options upon company sale/merger

3. Good/Bad Leaver Provisions: Treatment of options upon termination of employment or engagement

4. Share Restrictions: Restrictions on shares post-exercise for maintaining company control

Suggested Schedules

1. Option Certificate: Formal certificate evidencing the option grant

2. Notice of Exercise: Form for exercising the option

3. Vesting Schedule: Detailed breakdown of vesting dates and portions

4. Articles of Association Extract: Relevant provisions from company's articles

5. Shareholders' Agreement Extract: Relevant provisions from shareholders' agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
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Industries

Companies Act 2006: Primary legislation governing company operations, including share capital, share transfers, directors' duties, and company administration requirements

Financial Services and Markets Act 2000: Regulations concerning financial instruments and financial promotions, particularly relevant if the options are considered regulated financial instruments

Employment Rights Act 1996: Legislative framework for employment relationships, relevant when options are granted to employees, covering employment terms and conditions

Income Tax (Earnings and Pensions) Act 2003: Tax legislation governing the treatment of share options and employee share schemes, including specific provisions for various types of option arrangements

Enterprise Management Incentives (EMI) Legislation: Schedule 5 of the Income Tax Act 2003, specific provisions for tax-advantaged EMI options commonly used by smaller companies

Company Share Option Plan (CSOP) Rules: Schedule 4 of the Income Tax Act 2003, governing the implementation and operation of Company Share Option Plans

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data of option holders

Financial Promotion Order 2005: Regulations under FSMA 2000 concerning the promotion of financial products, including share options

Corporate Governance Code: Guidelines and principles for corporate governance, particularly relevant for listed companies or those planning to list

Stock Exchange Rules: Regulations and requirements set by stock exchanges, applicable to listed companies or those planning an IPO

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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