Can I enforce my former employer’s promise that my share options would be allowed to vest after I left my employment?

Yes, said the High Court in its recent decision in the case of Dixon v GlobalData PLC [2025].

The Facts:

• The claimant, Mr Dixon, was granted share options in 2011.
• When his employment ended in 2014, the company’s CEO assured Mr Dixon that options would continue to “vest in line with current conditions.”
• That vesting promise was written into the terms of Mr Dixon’s settlement agreement when he left his employment.
• The claimant relied on that vesting promise and in return he agreed to extend his employment by 3 months and he accepted new post termination restrictive covenants.
• When he later sought to exercise his share options, the company refused Mr Dixon’s request, claiming they under the share options rules his options had lapsed when his employment ended.

The High Court held that:

• The company’s assurance created enforceable rights through proprietary estoppel, a principle which prevents a property owner (the company owning the shares in this instance) from denying Mr Dixon vesting after a clear promise was made to him, which he relied on to his detriment, and for which it would be unconscionable to row back on.
• Mr Dixon had reasonably relied on the vesting promise to his detriment in agreeing to the extension of his employment and in accepting new post- termination restrictions.
• A clause in the share plan rules excluding claims for lapsed options did not prevent Mr Dixon’s claim based on estoppel.
• The Court held that it would be “unconscionable” for the employer to go back on its word.

The Court confirmed that Mr Dixon was entitled to a remedy, with the exact of that remedy to be decided later at a subsequent hearing.

Why This Case Matters for Senior Executives

If you are leaving your senior level employment and you have share options, these can often have substantial value. When you leave your employment, the applicable share scheme rules will set out what happens to your share options depending on the nature of your exit (often depending on whether you are a good or bad leaver). It may, for example, be that you get to keep your vested options but that you lose any which are unvested.

Commonly the treatment of share options will form an important part/value of any settlement agreement.  Understandably you will want to achieve the best possible treatment of your equity on exit.  David Greenhalgh is an expert in dealing with such matters for senior executives on exit.

This case demonstrates that:

• Assurances/promises matter, even if they are in conflict with what share plan rules stipulate, as they can be legally enforceable.
• Legal remedies may be available if an employer refuses to honour assurances or promises made about the treatment of shares or options, especially if in reliance on such promises the employee accepts other terms which are to their detriment.

For businesses operating employee share schemes, this case is a cautionary tale. Employers should be wary of making promises around the treatment of options on exit in settlement agreements where such treatment contradicts what the applicable share plan rules say should happen on exit.

David Greenhalgh, Employment Lawyer: Share Option Disputes and Settlement Agreements

Arrangements and disputes over the treatment of share options following termination of employment can be complex and high value.

If you are a senior executive with share options and you are exiting and seeking to secure the best possible exit terms or where you have already exited and your employer is pushing back on previously agreed treatment of your options, David Greenhalgh, specialist employment lawyer in London, can provide you with clear advice.

How can David help you?

If you need employment related legal advice, David has been working in this field for over 35 years and is top ranked in the Legal 500, the main independent guide for the leading lawyers in the UK, for his work with senior executives.