EMI rollover agreement
EMI rollover agreement

The following Share Incentives precedent provides comprehensive and up to date legal information covering:

  • EMI rollover agreement

This Agreement is made on [insert date of execution of the agreement]

Parties

  1. 1

    [insert name of acquiring company whose shares are being granted under the replacement option] (registered number [insert registered number of company]) whose registered office is at [insert address of registered office of company] (Company)

  1. 2

    [insert name of Option Holder] of [insert address of option holder] (Option Holder)

BACKGROUND

    1. (A)

      On [insert date of grant of original EMI option], the Option Holder was granted an option by [insert name of EMI scheme company that granted the original EMI option] ( Original Grantor) over shares in the Original Grantor (Original Option).

    1. (B)

      The Company has obtained Control of the Original Grantor as part of a company reorganisation as defined under paragraph 39 of Schedule 5, and wishes to grant to the Option Holder a new EMI Option over shares in the Company (New Option) in consideration of the release by the Option Holder of the Original Option in accordance with the terms of this Agreement.

    1. (C)

      The Option Holder wishes to release the Original Option in consideration of the grant of the New Option in accordance with the terms set out in this Agreement.

    1. (D)

      It is intended that the New Option shall be a ‘replacement option’ for the purposes of paragraph 41(4) of Schedule 5 as (i) the total market value of the

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