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ARTICLE · 16 SEPTEMBER 2026

EMI Options, Growth Shares Or Both?

Burges Salmon LLP
Burges Salmon LLP
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For eligible companies, EMI options and growth shares each offer distinct advantages in employee equity incentives. But what happens when you combine them? This analysis explores how EMI can wrap contingent growth-share interests, the valuation principles that must be respected, and why the hurdle, exercise price and performance conditions need to be designed together to avoid accidentally over-gearing management's participation.

United KingdomCorporate/Commercial Law

For an eligible company wanting to implement an employee equity incentive solution, EMI is usually the obvious starting point. It offers unusually favourable tax treatment, requires no investment at grant and means employees do not become shareholders until exercise.

Growth shares do something different. They can concentrate management's participation in a particular part of the equity outcome - for example, value above an investor hurdle - without giving management the same participation in value already created.

Sometimes, though, you want both.

A genuine growth-share class may have relatively low value today because its rights are contingent on sufficiently high future equity values. EMI can therefore be used to deliver meaningful exposure to those outcomes within the available EMI limits.

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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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