SCHEDULE 3... SAYE option schemes
Part 6Requirements etc. relating to share options
Exercise of options: scheme-related employment ends
34
(1)
The scheme must provide that, if a participant (“P”) no longer holds scheme-related employment (see paragraph 35), the options are exercisable as set out in sub-paragraphs (2) to (4).
(2)
In a case where P ceases to hold the scheme-related employment because of—
(b)
retirement F3...,
F4(c)
a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006, or
(d)
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),
the options may only be exercised within 6 months after the termination date.
(3)
In a case where P ceases to hold the scheme-related employment for any other reason, share options granted more than 3 years before the termination date either—
(a)
may not be exercised, or
(b)
may only be exercised within 6 months after the termination date,
according to which of these alternatives is specified in the scheme.
(4)
Subject to any provision made under sub-paragraph (5), in a case where P ceases to hold the scheme-related employment for any reason other than one within sub-paragraph (2)(a) F5to (d), share options granted 3 years or less before the termination date may not be exercised at all.
(5)
The scheme may F6make provision about the time when the options may be exercised in a case where P ceases to hold the scheme-related employment only because—
F7(a)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b)
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 F8where the transfer is not a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006.
F9...
F10(5A)
If the scheme makes provision by virtue of sub-paragraph (5), the provision must be either—
(a)
that the options may be exercised within 6 months after the termination date, or
(b)
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) F11to (d).
(6)
This paragraph has effect subject to paragraph 30(1)(b) (options must not be capable of being exercised later than 6 months after bonus date).
(7)
In this paragraph—
“scheme-related employment” means the office or employment by reference to which the person satisfies the condition in paragraph 10(1) (“the employment requirement”);
“the termination date” means the date when P ceases to hold the scheme-related employment (see paragraph 35).