Phantom Equity Agreement Template for Nigeria

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Key Requirements PROMPT example:

Phantom Equity Agreement

"I need a Phantom Equity Agreement for a Nigerian tech startup, granting our CTO 5% phantom equity with a 4-year vesting schedule starting March 2025, including special provisions for an anticipated IPO within the next 3 years."

Document background
The Phantom Equity Agreement is utilized when companies want to provide equity-like incentives without diluting actual shareholding or when share transfers are impractical due to regulatory, corporate, or strategic reasons. This document type is particularly relevant in the Nigerian business context where companies seek to attract and retain key talent while maintaining existing ownership structures. The agreement details the mechanism for calculating and distributing phantom equity benefits, including vesting schedules, valuation methodologies, and trigger events for payments. It ensures compliance with Nigerian corporate law, particularly the Companies and Allied Matters Act 2020, while addressing tax implications and employment law considerations. The document is especially useful for private companies, subsidiaries of multinational corporations, and businesses with restricted share transfer capabilities.
Suggested Sections

1. Parties: Identification of the company and the phantom equity recipient

2. Background: Context of the agreement and purpose of the phantom equity grant

3. Definitions: Key terms including Phantom Equity Units, Fair Market Value, Trigger Events, and Measurement Date

4. Grant of Phantom Equity: Details of the phantom equity units granted, including quantity and grant date

5. Vesting: Vesting schedule and conditions for the phantom equity units

6. Valuation: Methodology for calculating the value of phantom equity units

7. Payment Terms: Conditions and procedures for payments, including timing and form of payment

8. Trigger Events: Events that trigger valuation and payment of phantom equity units

9. Termination: Consequences of employment termination or other ending scenarios

10. Confidentiality: Obligations regarding confidential information

11. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation

12. Tax Matters: Tax treatment and responsibilities

13. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures

Optional Sections

1. Change of Control: Specific provisions for company sale or merger scenarios - include when there's a likelihood of corporate restructuring

2. International Payments: Provisions for cross-border payments - include when recipient is foreign or payments may be made in foreign currency

3. Clawback Provisions: Terms for recovering payments in certain circumstances - include for senior executives or high-value grants

4. Anti-dilution Provisions: Protections against corporate actions affecting value - include when company anticipates capital structure changes

5. Death and Disability: Special provisions for incapacity scenarios - include when requested by recipient

6. Assignment and Transfer: Rules about transferring phantom equity rights - include when transfers might be contemplated

Suggested Schedules

1. Schedule 1 - Phantom Equity Units Details: Number of units, grant date, and specific terms of the grant

2. Schedule 2 - Vesting Schedule: Detailed vesting timeline and conditions

3. Schedule 3 - Valuation Methodology: Detailed formula and procedures for calculating phantom equity value

4. Schedule 4 - Payment Procedures: Step-by-step process for calculating and making payments

5. Schedule 5 - Notice Requirements: Forms and procedures for various notices under the agreement

6. Appendix A - Definitions: Extended definitions of technical terms and concepts

7. Appendix B - Tax Treatment Summary: Overview of tax implications and treatment under Nigerian law

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 legal definitions
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Energy

Telecommunications

Real Estate

Consumer Goods

Education

Consulting

Agriculture

Mining

Construction

Retail

Relevant Teams

Legal

Human Resources

Finance

Executive Management

Corporate Governance

Compensation & Benefits

Compliance

Tax

Corporate Strategy

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Managing Director

Executive Director

Senior Manager

Department Head

Key Account Manager

Technical Lead

Senior Developer

Principal Consultant

Business Development Manager

Regional Manager

Country Manager

Senior Advisor

Strategy Consultant

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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