I'm fairly unknowledgeable regarding financial matters, so any help would be greatly appreciated.

I have been granted EMI options with my current employer, half of which have vested. The company is in the process of a long drawn out acquisition. However I am now looking to leave. I believe my “Options Agreement” allows me to exercise the options up to 6 months after I have left the company. The “EMI Scheme Rules”, seem to imply that I am given 30 days after being an “Eligible Employee” in which to exercise the options as EMI options, for the remaining 5 months that my “Option Agreement” states, the shares would be treated as “Ordinary Shares” for tax purposes.

My question is, if I exercised my EMI options now, by buying them, and then left the company. If the company wasn’t acquired until the end of the year. Would I still maintain the shares that I have bought? and would I have to pay PAYE tax on them, or just the usual capital gains tax.

Basically when they state exercising the options after 6 months, does that mean exercise in purchasing them, or exercise in selling them?

A few other side points I wouldn’t mind getting clarified.

  • If I was to stay. It is dependent on the board during the acquisition as to whether to accelerate the vesting period of my shares. So I may get x2 the number of options (fully vested) if I held on a few more months, but I may not.

  • Options would not automatically transfer to the new company, after the acquisition. Basically there is a bigger acquisition being lined up after this one. However I suspect I wont have a right to hold on to the options during the first acquisition in order to hold out for the larger one.

And a few other notes:

  • My “Option Agreement” does not appear to have a buy-back clause/restriction.

  • The cost to purchase the option is negligible to me at this point. I basically don’t want to walk away with nothing after sticking many years of work in, just because the acquisition is being slow balled. Its more the principal of getting something rather than nothing.

  • Im also hoping that asking to purchase the options now may make it clear to management that Im happy to walk away at this stage, in order to negotiate better terms of employment, before given my notice.


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