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Stock Option Award Agreement Template for England and Wales

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Key Requirements PROMPT example:

Stock Option Award Agreement

"I need a Stock Option Award Agreement for our Series B startup to grant options to our new CTO, with a 4-year vesting schedule and a one-year cliff, starting from March 1, 2025, with specific provisions for acceleration upon company sale."

Document background
The Stock Option Award Agreement is essential for companies seeking to provide equity incentives to employees, directors, or consultants. Used extensively in the UK market, this document forms part of a company's equity compensation strategy, governed by English and Welsh law. It details crucial elements including grant date, number of shares, exercise price, vesting schedule, and exercise conditions. The agreement ensures compliance with Companies Act 2006, tax regulations, and employment law while protecting both the company's and option holder's interests. It's particularly vital for start-ups, growth companies, and established corporations implementing employee incentive schemes.
Suggested Sections

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

2. Background: Context of the option grant, reference to any share option plan, and company's authority to grant options

3. Definitions: Key terms used throughout the agreement including 'Option', 'Exercise Price', 'Shares', 'Vesting Date', etc.

4. Grant of Option: Specific details of the options granted, including number of shares, exercise price, and grant date

5. Vesting Provisions: Schedule and conditions for option vesting, including any performance conditions or time-based vesting

6. Exercise of Options: Procedures and conditions for exercising options, including payment methods and notice requirements

7. Termination Provisions: Treatment of options upon various termination scenarios (resignation, dismissal, death, disability)

8. Transferability: Restrictions on transfer or assignment of options

9. Tax Obligations: Responsibilities for tax liabilities and withholding requirements

10. General Provisions: Standard contractual terms including notices, governing law, and entire agreement provisions

Optional Sections

1. Change of Control Provisions: Treatment of options in case of company sale, merger, or other corporate transactions

2. Tax Indemnity: Specific employee obligations regarding tax liabilities and indemnification of the company

3. Malus and Clawback: Provisions for recouping or canceling options in cases of misconduct or financial restatement

4. Data Protection: Provisions relating to the processing of personal data in connection with the option scheme

5. Restrictive Covenants: Non-compete and confidentiality provisions specific to the option grant

Suggested Schedules

1. Option Certificate: Formal documentation detailing the specific terms of the option grant

2. Exercise Notice: Template form for the option holder to use when exercising options

3. Vesting Schedule: Detailed breakdown of vesting dates, percentages, and any applicable conditions

4. Share Option Plan Rules: Full set of rules governing the share option plan under which the option is granted

5. Tax Summary: Overview of tax implications and treatment of options under UK tax law

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

Relevant legal definitions





























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including share capital provisions, directors' duties, corporate governance requirements, and share issuance/transfer regulations

Financial Services and Markets Act 2000: Regulates financial services industry, covering financial promotion rules, securities regulations, and investment scheme provisions

Employment Rights Act 1996: Covers employment-related aspects when options are granted to employees, including terms and conditions of employment

Income Tax (Earnings and Pensions) Act 2003: Governs tax treatment of share options, including reporting requirements and HMRC approved schemes considerations

Enterprise Management Incentives legislation: Specific provisions under Schedule 5 of Income Tax Act 2003 for EMI tax-advantaged share options

Company Share Option Plan rules: Regulations under Schedule 4 of Income Tax Act 2003 governing CSOP schemes

Data Protection Act 2018 and UK GDPR: Legislation governing personal data handling and privacy considerations in share option schemes

FCA Regulations: Financial Conduct Authority rules covering market abuse, disclosure requirements, and other regulatory compliance for listed companies

UK Listing Rules and AIM Rules: Specific requirements for companies listed on the main market or AIM, including compliance and disclosure obligations

Corporate Governance Code: Best practice guidelines for corporate governance, particularly relevant for listed companies implementing share option schemes

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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