Employee Share Agreement Template for England and Wales

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Key Requirements PROMPT example:

Employee Share Agreement

"Need an Employee Share Agreement for our Series A startup to grant 10,000 shares to our new CTO, with a four-year vesting schedule and standard good/bad leaver provisions, compliant with UK law and including tax-efficient structuring options."

Document background
The Employee Share Agreement is a crucial document used when companies wish to grant shares to their employees as part of compensation, incentivization, or retention strategies. Common in both startups and established companies in England and Wales, this agreement defines the relationship between the company and employee-shareholders, protecting both parties' interests. It typically includes detailed provisions on share vesting, good/bad leaver scenarios, tax implications, and compliance with UK corporate and employment law requirements. The agreement is particularly important for companies looking to align employee interests with company success while maintaining appropriate controls over share ownership.
Suggested Sections

1. Parties: Identifies the company and employee participating in the share agreement

2. Background: Sets out the context and purpose of the share agreement

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Shares: Details of the shares being granted, including number, class, and price

5. Vesting Provisions: Terms and conditions for share vesting, including vesting schedule and conditions

6. Transfer Restrictions: Limitations on transfer of shares and any lock-up periods

7. Termination Provisions: Consequences of employment termination on share ownership

8. Tax Obligations: Tax responsibilities of both parties and compliance requirements

Optional Sections

1. Good/Bad Leaver Provisions: Different treatment of shares based on circumstances of leaving employment (voluntary resignation vs. termination for cause)

2. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares when a majority shareholder sells their stake

3. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

4. Share Buyback Provisions: Company's right to repurchase shares under specific circumstances

5. Restrictive Covenants: Non-compete and confidentiality obligations related to share ownership

Suggested Schedules

1. Share Certificate Template: Form of share certificate to be issued to the employee

2. Articles of Association Extract: Relevant excerpts from company's articles affecting share rights and restrictions

3. Shareholders' Agreement Summary: Key provisions from existing shareholders' agreement affecting employee shareholders

4. Tax Election Forms: Required tax forms including Section 431 election forms

5. Vesting Schedule: Detailed timeline and conditions for share vesting

6. Share Valuation: Independent valuation of shares or methodology for share price calculation

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Core legislation governing share capital, transfer provisions, directors' duties, statutory requirements for share issuance, and share class rights and restrictions

Employment Rights Act 1996: Legislation covering employment status, rights, protection of employee interests, and terms and conditions of employment

Financial Services and Markets Act 2000: Regulatory framework covering financial promotion restrictions, regulated activities considerations, and investor protection requirements

Income Tax (Earnings and Pensions) Act 2003: Tax legislation governing the treatment of share awards, employment-related securities provisions, and share scheme tax implications

Corporation Tax Act 2009: Legislation covering corporate tax implications and deductions for employee share acquisitions

Data Protection Act 2018 and UK GDPR: Privacy and data protection legislation governing employee personal data handling and privacy considerations

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005: Regulatory requirements for promoting financial instruments and share schemes

Tax-Advantaged Schemes Legislation: Specific legislation covering Enterprise Management Incentives (EMI), Company Share Option Plan (CSOP), Share Incentive Plan (SIP), and Save As You Earn (SAYE)

FCA Rules and Regulations: Regulatory framework for listed or regulated companies, including market abuse regulations and disclosure requirements

Equal Pay Act 1970 and Equality Act 2010: Anti-discrimination legislation ensuring non-discrimination provisions and equal treatment in share schemes

Small Business, Enterprise and Employment Act 2015: Legislation covering PSC register requirements and corporate transparency obligations

Common Law Principles: Fundamental legal principles including contract law, fiduciary duties, and trust law applicable to share agreements

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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