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Sample Share Option Agreement

A worked unapproved share option agreement covering grant, vesting, exercise, leavers, tax, dealing restrictions and company approvals.

Jurisdiction: England and Wales - worked fictional example

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Important: This sample provides general legal information only and is not legal advice. Check the law, prescribed forms and signing requirements that apply to your exact jurisdiction and circumstances before use.

# EXAMPLE: SHARE OPTION AGREEMENT

Date: 1 June 2028

Parties: Lantern Field Technologies Limited and Sofia Bennett

## 1. Parties and consideration

Lantern Field Technologies Limited grants Sofia Bennett an option over 6,000 ordinary shares of £0.01 each for her continued service as Product Lead. The board has approved the grant subject to shareholder authority and the articles.

## 2. Subject matter

The exercise price is £2.40 per share. One quarter vests on 1 June 2029 and the remainder monthly over the next 36 months, provided Sofia remains employed and performance is satisfactory; vesting stops during an unauthorised absence.

## 3. Operating terms

Sofia may exercise vested options during a 30-day window after vesting or on an exit event. Exercise requires a signed notice, payment of the price and any PAYE or National Insurance withholding; shares are issued only after valid authority.

## 4. Document mechanics

On a good-leaver event, vested options remain exercisable for six months; unvested options lapse. On death, personal representatives have 12 months. A bad-leaver determination after fair process causes all unexercised options to lapse.

## 5. Party obligations

Shares rank pari passu with existing ordinary shares when issued, subject to the articles, shareholders' agreement and transfer restrictions. Sofia receives no dividend or voting right before issue and may not assign the option.

## 6. Termination and survival

The company may cash-settle, roll over or require exercise on a sale only where the plan rules and law permit. Sofia must obtain independent tax advice; the company gives no assurance that EMI or another tax treatment applies.

## 7. Signatures

The option expires on 31 May 2033 or earlier under these terms, survives termination only as expressly stated and is governed by England and Wales law. Company and option-holder signatures: ____________________.

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