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Share Option Plans

Grow Together – Build Future with Employee Stock Ownership

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                  An Employee Stock Ownership Plan (ESOP) is a strategic program that allows employees to acquire ownership in a company, typically in the form of shares. ESOPs are designed to align the interests of employees with those of the company, fostering motivation and long-term commitment.

01


Employee Incentive

ESOPs serve as a powerful incentive to retain and reward key talent by offering ownership stakes.

02


Customizable Conditions

Сompanies can tailor ESOPs to meet specific requirements, such as vesting periods, performance benchmarks, and share valuation.

03


Enhanced Engagement

ESOPs encourage employees to perform better, as their success is directly tied to the growth and profitability of the company.

How We Can Support You

We specialize in assisting businesses in preparing comprehensive ESOP policies tailored to their specific needs and legal frameworks. From identifying key objectives to drafting clear terms and conditions, we ensure your ESOP policy complies with UAE law and meets all regulatory and strategic goals.

Full ESOP Implementation & Realization

Beyond policy preparation, we support complete implementation and realization of your ESOP. Our expertise covers every step upon execution, including preparation of respective share transfer agreements, issuance of additional shares and their transfer. ESOPs are generally realized through mechanisms such as share transfer agreements or gift agreements which require careful planning and precise legal documentation.

Legal Framework

Mainland

Legislation in the UAE mainland is yet to be as advanced as in some of the free zones. While the introduction of ESOPs was alleviated in 2015 by the cessation of pre-emption rights for existing shareholders in public companies, which previously prevented option beneficiaries from entering the company, the legislation still has room to develop regarding the practical implementation and regulation of ESOPs.

Free Zones

Only DIFC and ADGM provide certain regulations regarding ESOP structures under their corporate frameworks. Companies do not have a mandatory specific scheme to adopt when it comes to ESOP, which leaves companies in charge to plan them as they prefer and based on their own discretion.

For instance, ADGM ESOP Regulations provide the following important ESOP provisions:

01


Pre-emption Rights Exception

ADGM Companies Regulations provide an exception to pre-emption rights, allowing companies to allocate equity securities under an employee share scheme without offering them first to existing shareholders.

02


Off-Market Share Purchases

ADGM Companies Regulations permit companies to make off-market purchases of their own shares for ESOP purposes, provided such actions are authorized by a company resolution specifying the maximum number of shares and price ranges.

                  While in some free zones ESOPs are recognized as a model for incentivizing employees, in others they are not. In such cases, ESOPs must be structured carefully to create a functional arrangement that works around pre-emption rights and other legal limitations.

We can prepare all necessary legal instruments and documents to ensure full compliance and successful execution of your ESOP, helping you fulfil its conditions effectively.