download the templates
There are three parts to this ESOP that you need to download and complete. We have made them available in Word and PDF versions.
- global ESOP terms: Word version | PDF version
- global ESOP offer letter: Word version | PDF version
- global ESOP resolutions: Word version | PDF version
about these templates
This is a template for a larger employee share scheme. If you are looking for a smaller employee share scheme, you could use our template option deed and offer letter to set individual terms for each recipient. Our template option deed and offer letter also have simpler terms than this document and is more common in instances where you are offering the option scheme to only 1-2 individuals.
This should be used when a company wishes to issue options to purchase shares in the company to employees. The form of this document is a set of terms (or rules) which apply to the share option scheme as a whole. The accompanying letter issued to each recipient under the share option scheme refers back to these terms. By having a global set of terms, it avoids individual deeds being completed for, and signed by, all recipients. This approach is also more familiar to overseas investors.
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 document does include optional drafting for use by companies who wish to provide for some level of claw-back of the recipient’s vested options, and any shares that have been issued to the recipient upon the exercise of vested options, if he or she ceases to work for the company. Companies choosing to include that optional drafting will need to ensure that the company’s constitution expressly permits share buy backs (see the Kindrik Partners template constitution, which expressly permits share buy backs, at the governance section of the templates page of our website). We also recommend companies seek legal advice about the process of buying back any shares before doing so.
These share option plan terms are 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 these terms if your offer is not covered by the employee 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.
using our templates