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Date Posted: 03:40:01 02/21/03 Fri
Author: agree1.1
Subject: agree1.1

[1160]

1 As to the payment of stamp duty see Paragraph 178 [1132] ante. As to the reasons why a company might enter into an individual option agreement with a director rather than inviting his participation in a share option scheme see Form 270 note 1 [1141] ante, and, as to the grant of an option to purchase shares generally see Paragraph 168 [1121] et seq ante.
2 Income and Corporation Taxes Act 1988 s 840 (42-44 Halsbury’s Statutes (4th Edn) TAXATION).
3 Note that a director or a person who becomes a director of a company must notify the company of any interest he has in its shares or debentures or any changes in such interest under the Companies Act 1985 s 324 (8 Halsbury’s Statutes (4th Edn) COMPANIES). As to the requirements of disclosure under ibid s 324 see further Paragraph 171 [1124] ante, and, for forms of notification see Forms 32 [102], 33 [105] ante.
4 As to the tax implications for the director of receiving the option if the final exercise date is more than seven years after the date of the agreement see the Income and Corporation Taxes Act 1988 s 135(2) and see further vol 14 (1994 Reissue) EMPLOYMENT Paragraph 160 [1253] et seq.
5 As to the tax implications of exercising an option see vol 14 (1994 Reissue) EMPLOYMENT Paragraph 166 [1274].
6 Ie the Companies Act 1985 s 425 as amended by the Insolvency Act 1985 s 109(1), Sch 6 para 11 (8 Halsbury’s Statutes (4th Edn) COMPANIES).
7 Ie the Companies Act 1985 s 428-430F as substituted by the Financial Services Act 1986 s 172, Sch 12.
8 This clause should be included where the director would have been granted an option under the company’s executive share option scheme were it not for a technical impediment and it is desired to put him as far as possible in the same position as if he had been granted such an option. As to Inland Revenue-approved selective (‘executive’) share option schemes see vol 14 EMPLOYMENT Paragraph 153.3 [1226] et seq.
9 Doubts have been expressed as to the efficacy of this type of provision, particularly in the light of the Unfair Contract Terms Act 1977 s 3 (11 Halsbury’s Statutes (4th Edn) CONTRACT). However, a similar clause in the rules of a share option scheme has been upheld in Micklefield v S A C Technology Ltd [1991] 1 All ER 275, [1990] 1 WLR 1002.
10 As to the inclusion of clause 7 of this agreement see note 8 above.
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