10 November 2025

Driving Growth Through Sale-Linked Employee Incentives

The Challenge

Our client wanted to reward a key employee with a tailored incentive package aligned to the company’s long-term growth. Specifically, they were looking to implement an exit-only EMI share scheme with hurdle shares, where the employee would only benefit if the company was sold and achieved a certain valuation. The structure was designed so that the value of the employee’s shares would increase incrementally as the company’s valuation grew, ensuring strong alignment with business performance.

The Solution

We worked closely with the client and their legal advisers to design and implement a bespoke EMI scheme that met their commercial objectives. The option rights, articles of association and shareholder agreement were carefully structured to reflect the agreed valuation hurdles and to ensure the scheme qualified for EMI tax advantages.

The Value

The EMI scheme was successfully put in place and has proven to be a valuable incentive. It provided the employee with a clear reward path tied to company performance, while ensuring tax efficiency and legal robustness for the business.

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