Stock Option Cancellation Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Stock Option Cancellation Agreement

"I need a Stock Option Cancellation Agreement for our Hong Kong listed company where we're cancelling 50,000 unvested options from a departing executive effective March 1, 2025, with a cash consideration of HKD 100,000."

Document background
The Stock Option Cancellation Agreement is utilized when a company and an option holder mutually agree to terminate previously granted stock options, whether as part of a corporate restructuring, employment termination, or other strategic decisions. This document, governed by Hong Kong law, is crucial for companies looking to properly document the cancellation of stock options and ensure compliance with relevant regulations. It typically includes details of the options being cancelled, any consideration being provided, tax implications, and mutual releases. The agreement must comply with Hong Kong's Companies Ordinance and, for listed companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. It's particularly important in scenarios involving corporate reorganizations, mergers and acquisitions, or when companies need to restructure their equity compensation arrangements.
Suggested Sections

1. Parties: Identifies the company issuing the options and the optionholder(s)

2. Background: Recitals explaining the existing option grant and reason for cancellation

3. Definitions: Defines key terms used in the agreement

4. Cancellation of Options: Details of the options being cancelled and effective date

5. Consideration: Any payment or benefit provided in exchange for the cancellation

6. Mutual Releases: Releases between parties regarding the cancelled options

7. Tax Matters: Responsibilities for tax liabilities and related obligations

8. Representations and Warranties: Standard representations about authority, ownership, and no encumbrances

9. Confidentiality: Obligations to keep the agreement and its terms confidential

10. General Provisions: Standard boilerplate including governing law, notices, and entire agreement

Optional Sections

1. Employment Status: Required if optionholder is an employee and cancellation affects employment terms

2. Related Agreements: Required if cancellation is part of a larger transaction or affects other agreements

3. Survival of Obligations: Required if any obligations from the original option agreement survive

4. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed

5. Payment Terms: Required if consideration is paid in installments or subject to conditions

6. Tax Indemnity: Required if complex tax implications necessitate specific indemnification provisions

Suggested Schedules

1. Schedule 1 - Details of Options: Comprehensive details of options being cancelled including grant date, exercise price, vesting schedule

2. Schedule 2 - Calculation of Consideration: If applicable, formula or mechanism for calculating cancellation consideration

3. Schedule 3 - Form of Release: Standard form of release to be signed by optionholder

4. Appendix A - Original Option Agreement: Copy of the original option agreement being cancelled

5. Appendix B - Board Resolution: Copy of board resolution approving the cancellation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Retail

Healthcare

Telecommunications

Real Estate

Energy

Start-ups

Listed Companies

Private Companies

Relevant Teams

Legal

Human Resources

Finance

Corporate Secretarial

Executive Management

Board of Directors

Compliance

Compensation & Benefits

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

HR Director

Company Secretary

Compensation Manager

Legal Counsel

Finance Manager

Corporate Secretary

Board Director

HR Manager

Equity Compensation Administrator

Compliance Officer

Stock Plan Administrator

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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