Stock Appreciation Rights Agreement for Saudi Arabia

Stock Appreciation Rights Agreement Template for Saudi Arabia

A Stock Appreciation Rights Agreement under Saudi Arabian law is a legal document that establishes a compensation arrangement where employees receive the right to benefit from the appreciation in company value over time without actually owning company shares. The agreement complies with Saudi Arabian regulations, including Companies Law, Capital Market Authority regulations, and Shariah principles. It details the grant terms, vesting conditions, calculation methodologies, and exercise procedures while ensuring alignment with local labor laws and tax requirements. The document serves as a critical tool for companies operating in Saudi Arabia to provide performance-based incentives while maintaining compliance with local regulatory frameworks.

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What is a Stock Appreciation Rights Agreement?

The Stock Appreciation Rights Agreement is used by companies operating in Saudi Arabia to provide key employees with long-term incentive compensation tied to the company's value appreciation. This document becomes essential when organizations wish to offer equity-linked benefits without actual share transfers, making it particularly valuable for private companies or subsidiaries of international corporations. The agreement must comply with Saudi Arabian regulations, including the Companies Law, Capital Market Authority regulations, and Shariah principles. It typically includes detailed provisions on grant terms, vesting schedules, exercise procedures, valuation methodologies, and payment mechanisms. The document is structured to align with Saudi Arabia's Vision 2030 objectives of developing the private sector while ensuring proper corporate governance and employee retention through competitive compensation practices.

What sections should be included in a Stock Appreciation Rights Agreement?

1. Parties: Identification of the Company and the Employee/Participant receiving the SARs

2. Background: Context of the agreement, including reference to any employee incentive plan or board approval

3. Definitions: Key terms including Base Price, Fair Market Value, Exercise Date, Vesting Period, and other relevant terminology

4. Grant of SARs: Details of the SAR grant, including number of units and base price

5. Vesting Schedule: Timing and conditions for vesting of the SARs

6. Exercise of SARs: Process and conditions for exercising vested SARs

7. Calculation of Payment: Method for calculating the appreciation amount and payment mechanics

8. Term and Expiration: Duration of the SARs and expiration conditions

9. Termination of Employment: Impact of various types of employment termination on SARs

10. Compliance with Laws: Provisions ensuring compliance with Saudi regulations and Shariah principles

11. Tax Obligations: Treatment of tax/zakat implications and responsibilities

12. Confidentiality: Confidentiality obligations regarding the agreement terms

13. Governing Law and Jurisdiction: Specification of Saudi law as governing law and relevant courts

14. Entire Agreement: Integration clause and relationship to other documents

What sections are optional to include in a Stock Appreciation Rights Agreement?

1. Change in Control: Provisions addressing the impact of company ownership changes, included for public companies or those considering public offering

2. Non-Competition and Non-Solicitation: Additional restrictive covenants, included when additional protection is needed

3. Currency Conversion: For international companies, provisions addressing currency conversion between SAR and other currencies

4. Administrative Committee: Establishment of a committee to oversee the SAR program, typically for larger companies

5. Electronic Notices: Provisions for electronic communications and exercises, for companies with digital systems

6. Shariah Compliance Declaration: Explicit confirmation of Shariah compliance, particularly for Islamic financial institutions

What schedules should be included in a Stock Appreciation Rights Agreement?

1. Grant Notice: Specific details of the SAR grant including number of units, base price, and vesting schedule

2. Calculation Methodology: Detailed methodology for calculating SAR value and appreciation

3. Exercise Form: Template form for exercising vested SARs

4. Shariah Compliance Certificate: If applicable, certification from Shariah board or advisor

5. Consent Forms: Required regulatory or administrative consent forms

6. Tax Treatment Summary: Summary of applicable tax/zakat treatment and calculations

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

Jurisdiction

Saudi Arabia

Publisher

Genie AI

Cost

Free to use

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