Share Option Agreement for Malta

Share Option Agreement Template for Malta

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Share Option Agreement

"I need a Share Option Agreement for our Malta-based tech startup to grant options to our new CTO, with a 4-year vesting schedule starting March 2025 and including standard good leaver/bad leaver provisions."

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What is a Share Option Agreement?

Share Option Agreements are instrumental in modern corporate structuring and employee compensation strategies in Malta. These agreements are typically used when companies wish to incentivize key employees, directors, or consultants by offering them the opportunity to purchase shares at a predetermined price. The Share Option Agreement outlines crucial terms including the number of shares subject to the option, exercise price, vesting schedule, and exercise periods, all within the framework of Maltese corporate law and EU regulations. It's particularly valuable for startups and growing companies looking to attract and retain talent while conserving cash resources. The document must comply with Malta's Companies Act, financial services regulations, and relevant tax laws, making it essential to have properly structured terms that protect both the company's and option holders' interests.

What sections should be included in a Share Option Agreement?

1. Parties: Identification of the company granting the options and the option holder

2. Background: Context of the option grant, relationship between parties, and reference to any relevant company share option scheme

3. Definitions and Interpretation: Key terms used throughout the agreement, including technical and financial definitions

4. Grant of Option: Details of the option grant, including number of shares, class, and grant date

5. Exercise Price: Specification of the price per share at which options can be exercised

6. Vesting Schedule: Timeline and conditions for when options become exercisable

7. Exercise of Options: Process and requirements for exercising options, including notice requirements and payment methods

8. Lapse of Options: Circumstances under which options will lapse or be forfeited

9. Taxation: Tax obligations and responsibilities of both parties

10. Transferability Restrictions: Limitations on transfer or assignment of options

11. Adjustments: Provisions for adjusting option terms in case of corporate events

12. Notices: Communication requirements and methods between parties

13. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes

What sections are optional to include in a Share Option Agreement?

1. Change of Control Provisions: Special terms applying in case of company sale or merger - include for senior executives or key employees

2. Good Leaver/Bad Leaver Provisions: Different treatment of options based on circumstances of employment termination - relevant for employee option holders

3. Shareholder Rights: Rights of option holders prior to exercise - include if pre-exercise rights are granted

4. Non-Competition and Confidentiality: Restrictive covenants - include for senior employees or where confidentiality is crucial

5. Tag-Along Rights: Right to participate in sale of majority shareholding - include for senior management or strategic holders

6. Drag-Along Rights: Obligation to participate in company sale - include when company wants exit flexibility

7. Market Stand-off Agreement: Restrictions on sale during IPO - include if IPO is contemplated

What schedules should be included in a Share Option Agreement?

1. Option Certificate: Formal certificate detailing the option grant terms

2. Exercise Notice: Template form for exercising options

3. Deed of Adherence: Form to bind option holder to shareholders' agreement upon exercise

4. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions

5. Company's Articles of Association: Current articles of association referenced in agreement

6. Share Option Plan Rules: If options are granted under a wider share option plan, full plan rules

7. Tax Computation Examples: Illustrative examples of tax treatment in common scenarios

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

Gaming and iGaming

Professional Services

Healthcare

Manufacturing

E-commerce

Telecommunications

Biotechnology

Software Development

Consulting

Real Estate

Maritime

Aviation

Relevant Teams

Legal

Human Resources

Finance

Executive Leadership

Board of Directors

Company Secretariat

Compensation and Benefits

Corporate Governance

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Managing Director

Senior Developer

Department Head

Senior Manager

Director

Vice President

Technical Lead

Product Manager

Sales Director

Research Scientist

Principal Engineer

Senior Consultant

Head of Department

Executive Director

General Counsel

Human Resources Director

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