This is a deed for use when a company wishes to issue options to purchase shares in the company to an employee.  This is a simple template – there are no good leaver/bad leaver provisions, nor does it provide for options to vest as KPIs are achieved.

This share option deed is for use when the company wishes to issue options to an employee in reliance on the exclusion for employee share purchase schemes under the Financial Markets Conduct Act 2013 (FMCA).  Please do not use this deed if your offer is not covered by the share purchase scheme exclusion under the FMCA.

Briefly, to qualify for the employee share purchase scheme exclusion under the FMCA, the company must meet the following requirements:

  • the offer must be made as part of the employee’s remuneration, or in connection with their employment or engagement
  • the primary purpose of the offer must not be to raise funds for the company
  • the company must limit the number of shares and/or options issued under the scheme in any 12 month period to 10% of the total number of shares on issue.


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