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Restricted Share Agreement

Restricted Share Agreement Template for Nigeria

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Key Requirements PROMPT example:

Restricted Share Agreement

"I need a Restricted Share Agreement for our Nigerian tech startup to grant 50,000 restricted shares to our new CTO, with a 4-year vesting period starting March 2025 and quarterly vesting installments, including specific performance conditions related to product development milestones."

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Document background
The Restricted Share Agreement is a crucial document used in Nigerian corporate practice when companies wish to issue shares subject to specific limitations and vesting conditions. This agreement type is commonly utilized for employee incentivization, executive compensation, or strategic corporate structuring under Nigerian law. It must comply with the Companies and Allied Matters Act (CAMA) 2020, Nigerian Securities and Exchange Commission regulations, and relevant tax laws. The document typically outlines the restriction period, vesting schedule, performance conditions, and circumstances under which restrictions may be lifted or shares forfeited. It's particularly important in contexts where companies need to retain key talent, align shareholder interests with company performance, or maintain specific ownership structures while complying with Nigerian corporate governance requirements.
Suggested Sections

1. Parties: Identification of the company issuing the restricted shares and the recipient shareholder

2. Background: Context of the agreement, including corporate authorization for the share issuance

3. Definitions: Key terms used throughout the agreement, including 'Restricted Shares', 'Restriction Period', and 'Vesting Conditions'

4. Grant of Restricted Shares: Details of the share grant, including number of shares, class, and nominal value

5. Restrictions and Limitations: Specific restrictions on transfer, voting rights, and other limitations during the restriction period

6. Vesting Schedule: Timeline and conditions for the lifting of restrictions, including performance criteria if applicable

7. Rights and Obligations: Shareholder rights during the restriction period and obligations of both parties

8. Tax Provisions: Tax implications and responsibilities for both the company and the shareholder

9. Compliance with Securities Laws: Provisions ensuring compliance with Nigerian securities regulations

10. Termination: Circumstances and consequences of early termination or forfeiture

11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

Optional Sections

1. Employment Relationship: Required when restricted shares are part of employment compensation, defining the relationship between employment status and share restrictions

2. Change of Control Provisions: Include when accelerated vesting or special provisions apply in case of company merger or acquisition

3. Shareholder Agreement Integration: Required when the restricted shares must align with an existing shareholder agreement

4. Corporate Governance Requirements: Include for listed companies or when specific governance requirements apply

5. Drag-along and Tag-along Rights: Include when shareholders have specific rights in case of company sale

6. Non-Competition and Confidentiality: Add when shares are tied to ongoing confidentiality or non-compete obligations

Suggested Schedules

1. Share Certificate Details: Template and details of the restricted share certificate

2. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions

3. Transfer Notice Form: Standard form for requesting transfer approval after restriction period

4. Tax Election Forms: Required tax forms and elections under Nigerian law

5. Board Resolution: Copy of board resolution authorizing the restricted share issuance

6. Acceptance Form: Form for formal acceptance of the restricted shares and conditions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Law
Board
Business Day
CAMA
Change of Control
Company
Confidential Information
Corporate Secretary
Effective Date
Employment Agreement
Fair Market Value
Good Leaver
Grant Date
Immediate Family Member
Issue Price
Lock-up Period
Material Breach
Notice
Participant
Performance Conditions
Permitted Transfer
Restricted Period
Restricted Shares
Restriction Notice
SEC
Share Certificate
Shareholder
Shareholders Agreement
Shares
Subsidiary
Tax
Transfer
Trustee
Unvested Shares
Vested Shares
Vesting Date
Vesting Schedule
Voting Rights
Working Day
Clauses
Grant of Shares
Share Restrictions
Transfer Limitations
Vesting Conditions
Performance Criteria
Voting Rights
Dividend Rights
Shareholder Obligations
Confidentiality
Tax Compliance
Securities Law Compliance
Corporate Governance
Termination Events
Good Leaver Provisions
Bad Leaver Provisions
Change of Control
Share Certificates
Share Administration
Board Approvals
Notice Requirements
Assignment and Transfer
Permitted Transfers
Forfeiture
Repurchase Rights
Drag-Along Rights
Tag-Along Rights
Information Rights
Representations and Warranties
Dispute Resolution
Governing Law
Amendment Provisions
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Relevant Industries

Financial Services

Technology

Oil and Gas

Manufacturing

Professional Services

Telecommunications

Fast-Moving Consumer Goods

Healthcare

Real Estate

Mining

Relevant Teams

Legal

Human Resources

Finance

Corporate Secretariat

Executive Management

Board of Directors

Compensation and Benefits

Risk and Compliance

Corporate Governance

Share Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Human Resources Director

Legal Counsel

Company Secretary

Compensation and Benefits Manager

Corporate Governance Officer

Share Plan Administrator

Finance Manager

Board Director

Executive Director

Senior Manager

Equity Compensation Specialist

Risk and Compliance Officer

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including share classifications, transfer restrictions, and shareholder rights
Investment and Securities Act 2007: Regulates securities trading and investment schemes, including provisions for restricted securities and their transfer limitations
Nigerian Securities and Exchange Commission Rules: Provides detailed regulations on securities, including requirements for restricted shares and their documentation
Personal Income Tax Act: Governs the taxation of benefits received by individuals, including treatment of restricted shares as employment benefits
Companies Income Tax Act: Regulates corporate tax implications of share-based arrangements and their impact on company finances
Labour Act: Relevant when restricted shares are part of employment compensation packages
Corporate Governance Code 2018: Sets out requirements for transparency and disclosure in share-based arrangements and executive compensation
Capital Gains Tax Act: Governs the tax treatment of gains from the disposal of restricted shares after the restriction period
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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