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Phantom Share Agreement Template for England and Wales

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Key Requirements PROMPT example:

Phantom Share Agreement

"I need a Phantom Share Agreement for our UK tech startup to grant synthetic equity to our senior developers, with a 4-year vesting period starting March 2025 and specific provisions for what happens in case of an IPO."

Document background
A Phantom Share Agreement is utilized when companies want to provide equity-like incentives without diluting actual shareholding or altering their corporate structure. Common in private companies, partnerships, and subsidiaries of international groups operating under English and Welsh law, this document outlines the terms of synthetic equity rights, including grant size, vesting schedule, valuation methods, and payment conditions. The agreement is particularly valuable when actual share transfers are impractical due to regulatory restrictions, corporate structure limitations, or tax considerations. It provides a framework for long-term incentivization while maintaining compliance with UK employment, tax, and corporate regulations.
Suggested Sections

1. Parties: Details of the company and participant entering into the phantom share agreement

2. Background: Context and purpose of the phantom share scheme, including company structure and rationale

3. Definitions: Key terms including Phantom Shares, Vesting Period, Exercise Price, Fair Market Value, and other relevant definitions

4. Grant of Phantom Shares: Number of phantom shares granted, grant date, and conditions of the grant

5. Vesting Provisions: Vesting schedule, conditions for vesting, and treatment of unvested shares

6. Valuation Mechanism: Method and formula for calculating phantom share value and payment amounts

7. Payment Terms: Timing, method, and conditions for payments of vested phantom shares

8. Tax Provisions: Tax treatment, withholding obligations, and responsibilities of both parties

9. Termination Provisions: Effects of employment termination on phantom shares and payment rights

Optional Sections

1. Change of Control: Provisions dealing with corporate transactions, mergers, or sale of the company

2. Non-Competition: Restrictions on competitive activities and protection of company interests

3. International Provisions: Special provisions for cross-border implementation and compliance

Suggested Schedules

1. Schedule 1 - Valuation Formula: Detailed methodology and calculations for determining phantom share value

2. Schedule 2 - Vesting Schedule: Detailed timeline and conditions for vesting of phantom shares

3. Schedule 3 - Notice Forms: Template forms for exercise notices and other required notifications

4. Schedule 4 - Tax Treatment Summary: Comprehensive overview of tax implications and calculation methods

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
Relevant Teams
Relevant Roles
Industries

Employment Rights Act 1996: Key employment legislation that governs the relationship between employers and employees, relevant for phantom shares as part of employment benefits

Equality Act 2010: Ensures the phantom share scheme does not discriminate against protected characteristics in its terms or application

National Minimum Wage Act 1998: Must be considered as phantom shares may form part of overall remuneration package

Income Tax (Earnings and Pensions) Act 2003: Primary legislation governing taxation of employment-related securities and benefits

Companies Act 2006: Key legislation governing company operations, particularly relevant for share valuation methods

Financial Services and Markets Act 2000: Regulatory framework for financial instruments and markets, may apply if phantom shares are considered financial instruments

UK GDPR: Data protection regulations governing the processing of personal data of scheme participants

Data Protection Act 2018: UK's implementation of data protection requirements, complementing UK GDPR

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract, relevant for scheme structuring

Market Abuse Regulation (MAR): Regulations preventing market abuse and insider trading, particularly relevant if company is listed

Common Law Contract Principles: Fundamental principles of contract formation, interpretation and enforcement under English law

Trust Law: Legal framework governing trust arrangements if the phantom share scheme involves trust structures

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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