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Stock Option Cancellation Agreement
"I need a Stock Option Cancellation Agreement for our Nigeria-based fintech company, cancelling 50,000 unvested options for our departing CTO who is leaving on January 15, 2025, with a standard release of claims and no additional consideration."
1. Parties: Identifies the company and the option holder as parties to the agreement
2. Background: Recitals explaining the existing stock option grant(s) and the parties' intention to cancel them
3. Definitions: Defines key terms used throughout the agreement, including 'Option Agreement', 'Grant Date', 'Exercise Price', etc.
4. Acknowledgment of Existing Options: Details of the current stock options, including grant date, number of shares, exercise price, and vesting schedule
5. Cancellation: Core provision setting out the cancellation of the options and its effective date
6. Consideration: Details of any payment or other consideration provided in exchange for the cancellation
7. Tax Matters: Addresses tax implications and responsibilities related to the cancellation
8. Releases and Waivers: Mutual releases regarding the cancelled options and related rights
9. Representations and Warranties: Standard representations about authority, understanding, and voluntary nature of the cancellation
10. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and sets jurisdiction for disputes
11. Entire Agreement: Standard integration clause confirming this agreement supersedes prior agreements regarding the subject matter
1. Surviving Obligations: Used when certain obligations from the original option agreement should survive cancellation
2. Confidentiality: Include when parties wish to keep the terms of the cancellation confidential
3. Alternative Compensation: Required if the cancellation is part of a larger compensation restructuring
4. Return of Documents: Include when physical option certificates need to be returned
5. Regulatory Compliance: Additional section for public companies or when specific SEC Nigeria requirements apply
6. Non-Competition/Non-Solicitation: Include if the cancellation is tied to ongoing restrictive covenants
1. Schedule 1 - Details of Original Option Grant: Complete details of the original stock option grant(s) being cancelled
2. Schedule 2 - Calculation of Consideration: If applicable, detailed breakdown of any consideration being paid
3. Schedule 3 - Required Regulatory Filings: List of necessary filings with Nigerian authorities (if applicable)
4. Appendix A - Copy of Original Option Agreement: Attached copy of the original stock option agreement being cancelled
5. Appendix B - Board Resolution: Copy of board resolution approving the cancellation
6. Appendix C - Tax Computation: Details of tax implications and calculations (if applicable)
Authors
Board
Business Day
CAMA
Cancellation Date
Company
Consideration
Effective Date
Exercise Price
Grant Date
Option(s)
Option Agreement
Option Holder
Option Period
Option Shares
Original Grant
Party/Parties
Plan
Regulatory Authority
Release
SEC Rules
Securities and Exchange Commission
Share Capital
Shareholders
Shares
Stock Option Plan
Subsidiary
Tax
Vested Options
Unvested Options
Consideration
Regulatory Compliance
Cancellation Mechanics
Tax Obligations
Representations and Warranties
Release and Waiver
Confidentiality
Further Assurance
Severability
Amendment
Assignment
Counterparts
Notices
Entire Agreement
Governing Law
Jurisdiction
Third Party Rights
Costs
Force Majeure
Indemnification
Dispute Resolution
Survival
Authority
Non-Competition
Non-Solicitation
Technology
Financial Services
Professional Services
Telecommunications
Manufacturing
Energy and Resources
Healthcare
Real Estate
Consumer Goods
Private Equity
Legal
Human Resources
Finance
Corporate Secretariat
Compliance
Tax
Executive Leadership
Compensation and Benefits
Stock Administration
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Compensation Manager
Legal Counsel
Company Secretary
Board Member
Chief Operating Officer
Employment Law Specialist
Stock Plan Administrator
Equity Compensation Manager
Corporate Finance Manager
Tax Director
Compliance Officer
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