Have I lost my EMI share options ?

Haggis420

A few years ago I worked with a new start-up company and was given over 50,000 ordinary vested share options along with other employees who had all worked (without pay) for about a year prior to our salaries officially starting, this is why we got the share options. 10 months after our salaries started we all got made redundant. in my notice letter or any meetings regarding redundancy at no point were the share options mentioned by them (it was a difficult time and I didn't know my rights or procedures etc) I took it for granted they were gone as they told me they were closing the company (they didn't) my notice is a whole other story but they never gave me any money for making me redundant and promises of back pay, holiday pay, notice pay were denied which I am now due to pursue in court as procedures were not followed on that matter either.

They talked a very good game, threatened me to sign my notice, didn't inform me I could appeal and get legal representation (conveniently left out of the notice, which was an offer without an actual offer) and used scare tactics making me think I was well and truly shafted. they did try to rehire me at a later date after control of company changed but there was too much bad blood and I refused. The whole thing just stinks to high heaven.

Now I am not very smart on all this legal/contract stuff and trying to wrap my head around these share options and what rules they need to follow and a clause in my emi agreement that I hope someone can clarify.

I cant find the information online about "good leavers" which I am (made redundant through no fault of my own) I'm wondering if this is regulation/legislation that they simply cannot side step regardless of what is in the agreement. below is a part of the agreement which I'm looking for clarity on.

Definitions
Good Reason either (i) his death; (ii) his long term illness or permanent disablement; (iii) his dismissal provided an employment tribunal (or other court of competent jurisdiction) has determined that dismissal to be substantively (and not simply procedurally) unfair and either (a) the Directors have confirmed in writing that they will not appeal against such determination, (b) permission to appeal such determination has been refused by the appropriate appellate court or (c) no further right of appeal exists in respect of such determination; (iv) his retirement at such age and at such time as may be agreed by the Directors; or (v) any other reason confirmed by the Directors to be treated as a Good Reason in respect of the relevant Option Holder;

Lapse of options

1. the Option Holder ceasing to be an employee of the Company or any member of its group (without remaining or immediately becoming an employee of any other member of the group) for any reason other than a Good Reason. For these purposes, unless the Directors determine otherwise in respect of a particular Option Holder, an Option Holder shall be treated as ceasing to be an employee on the earlier of the date on which such employment actually ceases and the date on which notice of termination of employment is given to or by the Option Holder;

I suppose one saving grace that I could argue is I have an email during my disputes with them were one of the shareholder/directors 1 month after my redundancy where he mentioned in passing that "as of today you are on the company books as owning x amount of shares" (this was to try explain away that they don't owe me any redundancy money) but I don't know how much weight that holds given the clauses I have quoted above.

It has now been just shy of 2 years since I was made redundant.

I also believe the Exit clause was triggered some time after my redundancy when control of the company was changed and I was not notified.

Thank you in advance and sorry for the long post, can someone put me out of my misery

Thrugelmir

What were the conditions attached to the shares? Normally they have to be paid for. 

Chino

Unless the directors determined that redundancy is a "Good Reason" (item (v)), based on what you've posted, your share options have lapsed.

Edi81

Are the shares even worth anything???

Haggis420

ugh, typed out a reply and it got caught in some suspicious post filter thing ?

basically, the shares aren't paid for but are vested, was told the shares were worth £1 while I worked there and can be purchased for £0.25

chino, as I suspected thanks. I guess ill wait and see about my court case over breach of contract with the redundancy and see if I could maybe be back in the game with the shares if its worth the hassle.

thanks everyone. 

steampowered

There is quite a lot to unpick in your post.

The short version is that your EMI options have been lost. However you can still raise a claim against this employer for the time you were not being paid, any unpaid notice pay and unpaid holiday pay.

Haggis420 said:

A few years ago I worked with a new start-up company and was given over 50,000 ordinary vested share options along with other employees who had all worked (without pay) for about a year prior to our salaries officially starting, this is why we got the share options.

THIS IS ILLEGAL. IF YOU ARE EMPLOYED, THE COMPANY IS REQUIRED TO PAY THE NATIONAL MINIMUM WAGE (OR YOUR CONTRACTED WAGE, IF GREATER)

IN ADDITION, YOU ARE ONLY ELIGIBLE TO BE ISSUED WITH EMI OPTIONS IF YOU ARE WORKING AT LEAST 25 HOURS A WEEK AND GETTING PAID NATIONAL MINIMUM WAGE FOR THAT.

10 months after our salaries started we all got made redundant. in my notice letter or any meetings regarding redundancy at no point were the share options mentioned by them (it was a difficult time and I didn't know my rights or procedures etc) I took it for granted they were gone as they told me they were closing the company (they didn't) my notice is a whole other story but they never gave me any money for making me redundant and promises of back pay, holiday pay, notice pay were denied which I am now due to pursue in court as procedures were not followed on that matter either.

IF YOUR EMPLOYER FAILED TO FOLLOW THE PROPER PROCESS FOR MAKING PEOPLE REDUNDANT, OR IF THIS WAS NOT A GENUINE REDUNDANCY SITUATION (i.e. the employer continued running the business), THEN YOU COULD HAVE CLAIMED UNFAIR DISMISSAL.

UNFORTUNATELY, IT IS NOW FAR TOO LATE FOR YOU TO CLAIM FOR UNFAIR DISMISSAL. YOU ONLY HAVE 3 MONTHS TO BRING AN UNFAIR DISMISSAL CLAIM IN THE EMPLOMENT TRIBUNAL. 

THANKFULLY YOU HAVE UP TO 6 YEARS TO PURSUE A CLAIM VIA THE COURTS FOR UNPAID SALARY / FAILURE TO PAY THE MINIMUM WAGE, UNPAID NOTICE PAY AND UNPAID HOLIDAY PAY.


I cant find the information online about "good leavers" which I am (made redundant through no fault of my own) I'm wondering if this is regulation/legislation that they simply cannot side step regardless of what is in the agreement. below is a part of the agreement which I'm looking for clarity on.

THERE IS NO FIXED LEGAL DEFINITION OF A "GOOD LEAVER". THE DEFINITION DEPENDS ENTIRELY ON WHAT IS SET OUT IN THE OPTION PLAN.

THE EXTRACT YOU POSTED FROM YOUR OPTION PLAN SAYS THAT YOU ARE ONLY A "GOOD LEAVER" IN CASES OF DEATH, ILLNESS, UNFAIR DISMISSAL FOUND BY AN EMPLOYMENT TRIBUNAL OR A SITUATION WHERE THE BOARD OF DIRECTORS SAYS YOU CAN BE TREATED AS A GOOD LEAVER. YOU DO NOT FALL INTO ANY OF THOSE CATEGORIES. 

SO YOU ARE NOT A "GOOD LEAVER", AND I AM AFRAID THAT YOUR EMI OPTIONS HAD LAPSED.

IF YOU HAD MADE AN "UNFAIR DISMISSAL" CLAIM AGAINST THIS EMPLOYER AT THE TIME, THEN YOU COULD HAVE BEEN AWARDED COMPENSATION FOR LOSS OF THE EMI OPTIONS BY AN EMPLOYMENT TRIBUNAL. HOWEVER, AS EXPLAINED ABOVE, YOU ARE NOW TO LATE TO BRING AN UNFAIR DISMISSAL CLAIM, SO YOUR EMI OPTIONS HAVE BEEN LOST.

steampowered

Haggis420 said:

I guess ill wait and see about my court case over breach of contract with the redundancy and see if I could maybe be back in the game with the shares if its worth the hassle.

The court rules do not allow you to do this. Once you have been to court about a situation, that's it. The Defendant has a complete defence if you try to bring another claim about the same situation.

The courts require you to put forward all of the claims you want to bring about the situation you are suing about. Otherwise you would just have endless litigation where people keep dreaming up new claims about the same situation.

If you want to add new claims about your redundancy, you need to seek the court's permission to amend your Particulars of Claim, and the Defendant will then be able to update their Defence.

Haggis420

steampowered said:

There is quite a lot to unpick in your post.

The short version is that your EMI options have been lost. However you can still raise a claim against this employer for the time you were not being paid, any unpaid notice pay and unpaid holiday pay.

Haggis420 said:

A few years ago I worked with a new start-up company and was given over 50,000 ordinary vested share options along with other employees who had all worked (without pay) for about a year prior to our salaries officially starting, this is why we got the share options.

THIS IS ILLEGAL. IF YOU ARE EMPLOYED, THE COMPANY IS REQUIRED TO PAY THE NATIONAL MINIMUM WAGE (OR YOUR CONTRACTED WAGE, IF GREATER)

IN ADDITION, YOU ARE ONLY ELIGIBLE TO BE ISSUED WITH EMI OPTIONS IF YOU ARE WORKING AT LEAST 25 HOURS A WEEK AND GETTING PAID NATIONAL MINIMUM WAGE FOR THAT.

10 months after our salaries started we all got made redundant. in my notice letter or any meetings regarding redundancy at no point were the share options mentioned by them (it was a difficult time and I didn't know my rights or procedures etc) I took it for granted they were gone as they told me they were closing the company (they didn't) my notice is a whole other story but they never gave me any money for making me redundant and promises of back pay, holiday pay, notice pay were denied which I am now due to pursue in court as procedures were not followed on that matter either.

IF YOUR EMPLOYER FAILED TO FOLLOW THE PROPER PROCESS FOR MAKING PEOPLE REDUNDANT, OR IF THIS WAS NOT A GENUINE REDUNDANCY SITUATION (i.e. the employer continued running the business), THEN YOU COULD HAVE CLAIMED UNFAIR DISMISSAL.

UNFORTUNATELY, IT IS NOW FAR TOO LATE FOR YOU TO CLAIM FOR UNFAIR DISMISSAL. YOU ONLY HAVE 3 MONTHS TO BRING AN UNFAIR DISMISSAL CLAIM IN THE EMPLOMENT TRIBUNAL. 

THANKFULLY YOU HAVE UP TO 6 YEARS TO PURSUE A CLAIM VIA THE COURTS FOR UNPAID SALARY / FAILURE TO PAY THE MINIMUM WAGE, UNPAID NOTICE PAY AND UNPAID HOLIDAY PAY.


I cant find the information online about "good leavers" which I am (made redundant through no fault of my own) I'm wondering if this is regulation/legislation that they simply cannot side step regardless of what is in the agreement. below is a part of the agreement which I'm looking for clarity on.

THERE IS NO FIXED LEGAL DEFINITION OF A "GOOD LEAVER". THE DEFINITION DEPENDS ENTIRELY ON WHAT IS SET OUT IN THE OPTION PLAN.

THE EXTRACT YOU POSTED FROM YOUR OPTION PLAN SAYS THAT YOU ARE ONLY A "GOOD LEAVER" IN CASES OF DEATH, ILLNESS, UNFAIR DISMISSAL FOUND BY AN EMPLOYMENT TRIBUNAL OR A SITUATION WHERE THE BOARD OF DIRECTORS SAYS YOU CAN BE TREATED AS A GOOD LEAVER. YOU DO NOT FALL INTO ANY OF THOSE CATEGORIES. 

SO YOU ARE NOT A "GOOD LEAVER", AND I AM AFRAID THAT YOUR EMI OPTIONS HAD LAPSED.

IF YOU HAD MADE AN "UNFAIR DISMISSAL" CLAIM AGAINST THIS EMPLOYER AT THE TIME, THEN YOU COULD HAVE BEEN AWARDED COMPENSATION FOR LOSS OF THE EMI OPTIONS BY AN EMPLOYMENT TRIBUNAL. HOWEVER, AS EXPLAINED ABOVE, YOU ARE NOW TO LATE TO BRING AN UNFAIR DISMISSAL CLAIM, SO YOUR EMI OPTIONS HAVE BEEN LOST.

I'm such an idiot. I cannot thank you enough for bringing to my attention the legalities of doing work for the shares and I'm now researching it and raising it with my solicitor. there was no contract or signatures regarding that but there is proof of works done and proof from the employer in emails that i was given share options in return for not being paid for said work.

I've just realised this topic is under banking, if a moderator see's this could they move it to an employment section so that it could help others.