requires notice of a scheme to be given to Her Majesty's Revenue and Customs (“HMRC”) in order for the scheme to be a Schedule 3 SAYE option scheme (see paragraph 40A(1)),

provides for a scheme in relation to which such notice is given to be a Schedule 3 SAYE option scheme (see paragraph 40A(4)), and

gives power to HMRC to enquire into a scheme and to decide that the scheme should not be a Schedule 3 SAYE option scheme (see paragraphs 40F to 40I).

for share options to be granted to employees and directors, and

for the shares acquired by the exercise of the share options to be paid for in the way mentioned in paragraph 24 (payments for shares to be linked to approved F20savings arrangements).

the parent scheme company, or

any other company to which for the time being the scheme is expressed to extend.

E is an employee or a full-time director of the scheme organiser or (in the case of a group scheme) of a constituent company,

E has been such an employee or director at all times during a qualifying period of not more than 5 years,

E's earnings from the office or employment within paragraph (a) are (or would be if there were any) general earnings to which section 15 applies (earnings for year when employee UK resident), F60and

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

E is not ineligible under paragraph 11 (the “no material interest” requirement).

meet the conditions in sub-paragraph (2), or

met those conditions before ceasing to be persons within sub-paragraph (2)(a),

that every person who meets the conditions in paragraph 6(2) (all-employee nature of scheme) must be eligible to participate in the scheme on similar terms, and

that every person who participates in the scheme must actually do so on similar terms.

the levels of their remuneration,

the length of their service, or

any similar factors.

on directors of companies in the group, or

on employees of companies in the group who receive the higher or highest levels of remuneration.

the scheme organiser, or

in the case of a group scheme, a constituent company.

shares of a class listed on a recognised stock exchange,

shares in a company which is not under the control of another company, F110...

shares in a company which is subject to an employee-ownership trust (within the meaning of paragraph 27(4) to (6) of Schedule 2), or

shares in a company which is under the control of a listed company.

a close company, or

a company that would be a close company if resident in the United Kingdom.

employee-control shares, or

open market shares,

the persons holding the shares are, by virtue of their holding, together able to control the company, and

those persons are or have been employees or directors of the company or of another company which is under the control of the company.

persons who acquired their shares as a result of a right conferred on them or an opportunity afforded to them as a director or employee of the scheme organiser or any other company, and not as a result of an offer to the public, or

trustees holding shares on behalf of persons who acquired their beneficial interests in the shares as mentioned in paragraph (a), or

permit the aggregate amount of a person’s contributions under F12certified SAYE savings arrangements linked to F107Schedule 3SAYE option schemes to exceed F76£500 per month, nor

impose a minimum on the amount of a person’s contributions which exceeds £10 per month.

must be stated at the time when the option is granted, and

must not be manifestly less than 80% of the market value of shares of the same class at that time.

This is subject to sub-paragraphs (2) and (3).

the price at which shares may be acquired by the exercise of a share option granted under the scheme,

the number of shares which may be so acquired, or

the description of shares which may be so acquired,

that the total market value of the shares which may be acquired by the exercise of the share option is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations, and

that the total price at which those shares may be acquired is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations.

it must be stated whether or not the shares which may be acquired by the exercise of the option may be subject to any restriction, and

if so, the details of the restriction must also be stated.

before the bonus date, or

later than 6 months after that date.

paragraph (a) is subject to paragraphs F6732, 34 and 37 (exercise of options in the event of death, F68... scheme-related employment ending or certain events occurring in relation to the company), and

paragraph (b) is subject to paragraph 32.

if the repayments are to be taken as including the maximum bonus (see paragraph 26(2)), on the earliest date on which that bonus is payable, and

in any other case, on the earliest date on which a bonus is payable.

injury or disability or redundancy within the meaning of ERA 1996 F2 or ER(NI)O 1996 , F45...

retirement F47...,

a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006, or

if P holds office or is employed in a company which is an associated company (as defined in paragraph 35(4)) of the scheme organiser, that company ceasing to be an associated company of the scheme organiser by reason of a change of control (as determined in accordance with sections 450 and 451 of CTA 2010),

may not be exercised, or

may only be exercised within 6 months after the termination date,

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

it relates to a business or part of a business which is transferred to a person who is not an associated company of the scheme organiser F103where the transfer is not a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006.

that the options may be exercised within 6 months after the termination date, or

that the options may be exercised within 6 months after the date (if any) when P ceases to hold the employment which (before the termination date) was the scheme-related employment for a reason within sub-paragraph (2)(a) F49to (d).

P’s scheme-related employment terminates, but

P continues to hold an office or employment in the scheme organiser or any associated company,

one has control of the other, or

both are under the control of the same person or persons;

a person has obtained control of the company as a result of making an offer falling within sub-paragraph (3), and

any condition subject to which the offer is made has been satisfied.

a general offer to acquire the whole of the issued ordinary share capital of the company, which is made on a condition such that, if it is met, the person making the offer will have control of the company, or

a general offer to acquire all the shares in the company which are of the same class as the shares in question obtained under the scheme.

all the ordinary share capital of the company or all the shares of the same class as the shares to which the option relates, or

all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in F87a Schedule 3SAYE option scheme.

all the ordinary share capital of the company or all the shares of the same class as the shares to which the option relates, or

all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employments or directorships or their participation in a Schedule 3 SAYE option scheme,

a person obtaining control of the company as mentioned in sub-paragraph (2)(a);

a person obtaining control of the company as a result of a compromise or arrangement sanctioned by the court as mentioned in sub-paragraph (4);

a person obtaining control of the company as a result of a non-UK company reorganisation arrangement which has become binding on the shareholders covered by it as mentioned in sub-paragraph (4A);

a person who is bound or entitled to acquire shares in the company as mentioned in sub-paragraph (6) obtaining control of the company.

at a time outside the 6 month period mentioned in sub-paragraph (1), or

at a time not covered by sub-paragraph (6).

the relevant date for the purposes of sub-paragraph (2), (4) or (4A), or

the date on which any person becomes bound or entitled to acquire shares in the company as mentioned in sub-paragraph (6),

“share options” means share options granted under the scheme; and

a person is to be treated as obtaining control of a company if that person and others acting in concert together obtain control of it.

there is a company reorganisation affecting a scheme company (that is, a company whose shares may be acquired by the exercise of share options obtained under the scheme: see paragraph 18), and

a participant has obtained share options under the scheme which are to acquire shares of the scheme company (“the old options”),

obtains control of the scheme company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement); F92...

obtains control of the scheme company as a result of a non-UK company reorganisation arrangement which has become binding on the shareholders covered by it; or

becomes bound or entitled to acquire shares in the scheme company under sections 979 to 982 F58or 983 to 985 of that Act (takeover offers: right of offeror to buy out minority shareholder F59etc ).

where control is obtained in the way set out in sub-paragraph (2)(a)(i) or (ii), within the period of 6 months beginning with the time when the acquiring company obtains control and any condition subject to which the offer is made is met,

where control is obtained in the way set out in sub-paragraph (2)(b), within the period of 6 months beginning with the time when the court sanctions the compromise or arrangement, F94...

where control is obtained in the way set out in sub-paragraph (2)(ba), within the period of 6 months beginning with the date on which the non-UK company reorganisation arrangement becomes binding on the shareholders covered by it, and

where sub-paragraph (2)(c) applies, within the period during which the acquiring company remains bound or entitled as mentioned in that provision.

is different from the company whose shares are subject to the old options, and

the shares to which they relate must meet the conditions in paragraphs 18 to 22 (types of share that may be used),

they must be exercisable in the same manner as the old options and subject to the provisions of the scheme as it had effect immediately before the release of the old options,

the total market value of the shares subject to the old options immediately before the release of those options by the participant must F89be substantially the same as the total market value, immediately after the grant of the new options to the participant, of the shares subject to those options, and

the total amount payable by the participant for the acquisition of shares under the new options must be F90substantially the same as the total amount that would have been so payable under the old options.

which the officer reasonably requires for the performance of any functions of Her Majesty's Revenue and Customs or an officer of Revenue and Customs under the SAYE code, and

which the person to whom the notice is addressed has or can reasonably obtain.

information about the administration of a scheme and any alteration of the terms of a scheme.

the jointly owned company, and

any company controlled by that company.

a constituent company in more than one group scheme, or

a constituent company in a particular group scheme if another company within that sub-paragraph is a constituent company in a different group scheme.

of which 50% of the issued share capital is owned by one person and 50% by another, or

which is otherwise controlled by two persons taken together.

one has control of the other, or

both are under the control of the same person or persons.

which gives effect to a reorganisation of the company's share capital by the consolidation of shares of different classes, or by the division of shares into shares of different classes, or by both of those methods, and

which is approved by a resolution of members of the company.

which between them beneficially own not less than 75% of the other company’s ordinary share capital, and

each of which beneficially owns not less than 5% of that capital.

shares are subject to a “restriction” if there is any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423 (restricted securities) would apply if the references in those subsections to the employment-related securities were to the shares, and

the “restriction” is that provision.