Non Qualified Stock Option Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Qualified Stock Option Agreement

"I need a Non Qualified Stock Option Agreement for our Series B startup to grant 10,000 options to our new CTO, with a four-year vesting schedule starting from March 2025 and standard good/bad leaver provisions."

Document background
The Non-Qualified Stock Option Agreement is a fundamental instrument in corporate compensation strategies under English and Welsh law. It serves as a mechanism for companies to attract, retain, and motivate key employees and contractors by offering them the opportunity to acquire an ownership stake in the business. The document specifies critical terms including the grant date, exercise price, vesting schedule, and exercise period, while ensuring compliance with UK tax regulations and corporate governance requirements. This agreement is particularly valuable for companies seeking to align stakeholder interests without the restrictions associated with qualified option schemes.
Suggested Sections

1. Parties: Identifies the company granting options and the option holder

2. Background: Explains the context and purpose of the option grant

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Option: Details of the option grant including number of shares and exercise price

5. Exercise Period: Timeframe during which the option can be exercised

6. Exercise Procedure: Process for exercising the option

7. Termination Provisions: Circumstances under which options lapse or must be exercised

Optional Sections

1. Change of Control Provisions: Used when specific provisions for corporate transactions are needed

2. Malus and Clawback: Include for senior executives or regulated entities

3. Non-transferability: Include if options should be personal to the holder

4. Tax Indemnity: Include when tax liability needs to be explicitly addressed

Suggested Schedules

1. Option Certificate: Formal certificate evidencing the option grant

2. Exercise Notice: Template form for exercising the option

3. Company's Articles of Association: Referenced document governing share rights

4. Shareholders' Agreement: If relevant to option shares upon exercise

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: Primary legislation governing company operations, including share capital provisions, directors' duties, company administrative requirements, and share issuance and transfer rules.

Financial Services and Markets Act 2000 (FSMA): Regulatory framework covering financial promotion rules, securities regulations, and investment scheme provisions.

Employment Rights Act 1996: Legislation governing employment relationships, relevant when options are part of employment compensation and affecting employment terms and conditions.

Income Tax (Earnings and Pensions) Act 2003: Tax legislation covering the treatment of share options and employment-related securities provisions.

Finance Act provisions: Various years' legislative provisions relating to share schemes and capital gains tax considerations.

UK Corporate Governance Code: Guidelines applicable to listed companies, providing best practices for share-based incentives.

Market Abuse Regulation (MAR): Regulations for listed companies covering insider dealing provisions and market manipulation rules.

Data Protection Act 2018/UK GDPR: Legislation governing personal data handling and privacy considerations in the context of share option agreements.

Financial Conduct Authority (FCA) Rules: Regulatory requirements for regulated companies, including financial instrument regulations.

Contract Law principles: Common law principles governing contract formation, including offer and acceptance, consideration, and intention to create legal relations.

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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