Ireland: What Happens To Share Awards When Employees Leave?

There is a growing trend amongst employers towards rewarding key employees with share-based remuneration in place of cash bonuses. Issues can arise when a worker in receipt of these benefits leaves and employers need to consider how to deal with the employee's share awards or share options. We examine these issues and explore the importance of including Micklefield Clauses in equity incentive plan documents.

Equity Incentive Plans ("EIP"s) often provide that, where an individual's employment is terminated, the unvested shares or share options are lost. These plans will contain a 'Micklefield Clause' which protects the company from any liability arising as a result of loss of an employee's unvested shares or options caused by the termination of the employment.

Those operating the EIP typically have a discretion under the plan documentation to allow an award or part of an award be retained by the departing employee. The nature of the termination will affect whether the employee will be entitled to keep or realise those benefits.

Good leaver v bad leaver

Good leavers - If employees leave due to redundancy, illness or retirement, they may benefit from partial or accelerated vesting of their awards.

Bad leavers - If employees are dismissed or resign, they may lose all their options including those which have been vested.

Disputes can arise where an employee is dismissed and, facing the loss of significant future remuneration, brings a claim against the company.

The Micklefield clause

The UK case of Micklefield v SAC Technology Ltd  established the principle that, even if an employee's dismissal is wrongful, the employee may still lose his or her right to exercise their options on termination, if the scheme provides for this.

In Micklefield, the share option scheme stated that:

  • options would lapse if the employee ceased to be employed for 'whatever reason whatsoever'; and
  • the employee would cease to be entitled to recover any compensation for loss of rights under the scheme in the event of termination 'for any reason' (a "Micklefield Clause").

After Mr Micklefield was dismissed, the UK High Court held that these rules were enforceable and that he was not entitled to recover damages for being unable to exercise his options as a result of his dismissal.

This case has not yet been considered from an Irish perspective but it is likely that the Irish courts will follow this approach.

It is important to note that the dismissal in this case was a wrongful dismissal rather than an unfair dismissal. A wrongful dismissal is one in which the employer is in breach of the conditions of the contract of employment. In Micklefield  it amounted to a failure to give proper notice. An unfair dismissal, on the other hand, is one in which the employer fails to follow fair procedures and/or establish a fair reason for dismissing an employee.

Unfair dismissal

Employees in Ireland have significant legislative rights to claim an unfair dismissal. Employees can only waive these rights through a severance agreement reached with the benefit of independent legal advice.

As a result, a Micklefield Clause in EIP documentation will not protect employers in successful unfair dismissal claims from paying compensation for the loss suffered.

In Ireland, generally the maximum award of compensation in cases of unfair dismissal is 104 weeks' (two years') remuneration. The scope of what constitutes remuneration is quite wide. The EAT held in Bunyan v UDT (Ireland) Ltd that anything that is a reward for services is remuneration.

They also held, however, that benefits which are a "consequence of the exercise of a discretion in the claimant's favour" are not considered remuneration for the purposes of determining compensation. Whether share options or awards will be considered remuneration will come down to the particular circumstances of the case.

Claims for breach of contract through improper exercise of discretion

Companies typically have a discretion to allow equity incentive awards be retained despite termination of employment. This gives employees an option to claim damages for breach of contract where there is an improper exercise or non-exercise of this discretion. There are no limits on the level of compensation that may be awarded for breach of contract.

In these circumstances, as the claim comes under a contract, a Micklefield Clause may not protect employers as the loss suffered arises out of the improper use of the discretion and not the termination.


Irish employers should always include an appropriate Micklefield Clause in equity incentive plan documents.

It may not protect employers from claims of unfair dismissal or breach of contract but it may protect them from wrongful dismissal or other claims where a disgruntled employee loses their share rights on termination. At the very least, this type of clause strengthens the position of an employer in settlement discussions if a dispute does arise.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.