Employees lost stock options after termination

Two employees in Denmark had received Restricted Stock Units (RSUs) and stock options, which were granted after January 1, 2019, when the new Danish stock option rules came into effect. The stock plan itself was established before 2019 but was later amended. The employees were offered both RSUs and stock options through individual agreements, which they had to accept (Award Agreements). We have previously written about the case when it was in the Danish Maritime and Commercial Court, here.

The stock option rules were significantly changed for programs established after January 1, 2019. For stock options granted by agreement, it is stated in the prepatory work to the Bill that the new rules apply to grant agreements made after that date. Under the old rules, employees were entitled to the value of the RSUs and stock options upon termination. Under the new rules, they lost that right.

In the previous case, the Maritime and Commercial Court found that the RSUs and stock options were covered by the old rules, as the program itself was established before 2019. The later amendments were not significant enough to consider the stock program as a new program.

The Supreme Court disagreed, finding that the RSUs and stock options were covered by the new rules because the employees only became entitled to them through grant agreements made after the new rules came into effect.

IUNO's opinion

The case confirms that RSUs and stock options granted by agreement after the new rules came into effect are covered by the new rules.

IUNO recommends that companies be aware of the risk that stock options and similar stock programs for employees may still be covered by the old rules. Companies can consider designing the program to be covered by the new rules.

[Supreme Court’s judgment of 21 February 2025, in case BS-8841/2024-HJR]