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Phantom Stock Option Agreement Template for England and Wales

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Key Requirements PROMPT example:

Phantom Stock Option Agreement

"I need a Phantom Stock Option Agreement for our UK-based tech startup to grant phantom options to our new CTO, with a four-year vesting period starting March 2025 and specific provisions for a potential IPO."

Document background
A Phantom Stock Option Agreement is utilized when companies want to provide equity-like incentives without diluting actual shareholding. Under English and Welsh law, this document establishes a contractual right to receive cash payments based on the company's value appreciation, typically used for employee retention and motivation. The agreement includes essential elements such as vesting schedules, valuation methods, exercise procedures, and payment terms, while ensuring compliance with UK tax and employment regulations. It's particularly valuable for private companies, subsidiaries of multinational corporations, or organizations where actual share distribution is impractical.
Suggested Sections

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

2. Background: Context of the phantom stock option grant and scheme

3. Definitions: Key terms including 'Phantom Stock', 'Exercise Price', 'Vesting Date', 'Valuation Date'

4. Grant of Phantom Options: Details of the phantom options being granted, including number and initial value

5. Vesting Provisions: Terms and conditions for vesting of the phantom options

6. Exercise of Options: Process and conditions for exercising phantom options

7. Valuation Mechanism: Method for determining the value of phantom shares

8. Payment Provisions: Terms for cash payment upon exercise

9. Termination Provisions: Treatment of options upon employment termination

Optional Sections

1. Change of Control Provisions: Treatment of options in case of company sale/merger - used when company anticipates potential sale/merger

2. Malus and Clawback: Provisions for reducing or reclaiming payments - used for senior executives or regulated industries

3. Non-Competition Clauses: Restrictions post-employment - used for senior employees or sensitive positions

4. Tax Indemnity: Employee's responsibility for tax liabilities - used when tax treatment is complex or uncertain

Suggested Schedules

1. Schedule 1: Option Certificate: Formal documentation of option grant details

2. Schedule 2: Exercise Notice: Template form for exercising options

3. Schedule 3: Valuation Methodology: Detailed explanation of valuation calculation

4. Schedule 4: Tax Treatment Summary: Overview of tax implications for option holder

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: Primary legislation governing employment rights and obligations in England and Wales, relevant for the employment aspects of phantom stock options

Equality Act 2010: Ensures the phantom stock option plan doesn't discriminate against protected characteristics in its terms and implementation

National Minimum Wage Act 1998: Must be considered to ensure the phantom stock option structure doesn't breach minimum wage requirements

Income Tax (Earnings and Pensions) Act 2003: Governs the tax treatment of employment-related securities and phantom awards in the UK

Financial Services and Markets Act 2000: Regulates financial instruments and services; relevant for ensuring phantom stock options don't constitute regulated financial instruments

Financial Services Act 2012: Updates to financial services regulation framework affecting securities and financial instruments

Companies Act 2006: Primary legislation governing company operations, including corporate governance and valuation methods relevant to phantom stock options

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and needs to be considered in drafting phantom stock option agreements

UK GDPR: Data protection regulation governing the processing of personal data in connection with phantom stock option administration

Data Protection Act 2018: UK's implementation of data protection requirements, relevant for handling personal data in phantom stock option schemes

UK Corporate Governance Code: Best practice guidelines for corporate governance, particularly relevant for listed companies implementing phantom stock options

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

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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