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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3495
Experience:  Solicitors 2 years plus PQE
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I joined my company over two years ago (Nov 2011) and at that

Customer Question

I joined my company over two years ago (Nov 2011) and at that time, the company and I both knew that there was two years left in the role. The role is an account manager to a client where the contract was to end on 30 April 2014 with no renewal. The team is now being disbanded and last week I started my redundancy consultation period. So far, they have not been able to find me suitable alternative employment so it looks like it will be redundancy
When I joined, I was given a number of shares that would vest over a period of 4 years. Some have now vested but most have not. In the third week of April 2014, I was given more shares as part of my yearly review. These would vest in 2015-16.
I have now been told that I will forfeit all shares unvested. Looking at the shares I was offered recently, I started thinking that I was offered shares that I could never obtain because the company knew I was to be made redundant a few weeks later and also, they have not offered an alternative role. Am I entitled to these shares? This also raises the question as to whether I have some entitlement to the original shares as again, these were offered with no chance of vesting.
Any advice would be greatly appreciated!
Thanks
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.

Alex J. :

Hi, Thank you for your question and welcome. Does it say that the vesting of the shares is conditional upon your continuous employment? Is it a share option that you have been given? If so is it an option document? Kind regards AJ

JACUSTOMER-dekwmdr9- :

Hi Alex

JACUSTOMER-dekwmdr9- :

Hi Aleex,

JACUSTOMER-dekwmdr9- :

Sorry, ignore the

JACUSTOMER-dekwmdr9- :

Sorry Alex, ignore the last comments!!! It is not a share option, is a Restricted Stock Unit Award Agreement. The original shares I got at commencement of employment state "Subject to continued employment with one of our affiliates" With the shares I received in April, I have not been able to find a document yet that states anything about them.

Alex J. :

Hi, Thank you. When you received the shares in April, did it say the were subject to the terms of the existing agreement? Do you have share certificates for them? Kind regards AJ

JACUSTOMER-dekwmdr9- :

I can not find anything about the April shares yet. I did not receive any paperwork on them as it was a verbal conversation but I am checking online. I do not have share certs. I set up an account with our preferred stockbroker and they are in a special account for me.

Alex J. :

Hi,

Alex J. :

Thank you. Did you receive a contract note form the broker?

Alex J. :

Or a confirmation from the CREST system?

Alex J. :

Are these shares in a listed company?

JACUSTOMER-dekwmdr9- :

I have checked the internal company systems and I can not find any mention of any rules related to the April shares. The shares are in a listed fortune 500 company. The account I have is with Morgan Stanley and it shows both the original shares and the April shares on the record.There are a number of related documents including a confirmation from Morgan Stanley that shares that vested in April 2014 were confirmed. I do not have anything from CREST (at least, I can not find it)

Alex J. :

Hi, Thank you. So is this a US listed company? Not UK listed?

JACUSTOMER-dekwmdr9- :

Yes, US listed . BTW: Thanks for taking the time with this one. I appreciate it

JACUSTOMER-dekwmdr9- :

But I work for the UK subdivision

Alex J. :

Hi, No problem. Contractually speaking if they transferred the April shares to you on an unconditional basis and registered you as the owner then they cannot just claim them back. The shares they transferred under the first agreement were conditional and you would have difficult proving you should be given those unless you can some how show that you accepted a reduce remuneration on the condition of these shares.

Alex J. :

The problem I have is I do not know whether the shares under US law how any form of option or redemption rights against them - can you confirm with your broker exactly what type of shares were issued to you in April and whether the shares have any conditions attached to them? Kind regards AJ

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