Stock Option Cancellation Agreement Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
The Stock Option Cancellation Agreement is utilized when a company and an option holder mutually agree to terminate previously granted stock options, typically due to changes in compensation structure, corporate restructuring, or employment termination. This document, governed by Nigerian law and subject to oversight by the Securities and Exchange Commission of Nigeria, outlines the terms of cancellation, including identification of the specific options being cancelled, any consideration provided, tax implications, and mutual releases. It ensures compliance with the Companies and Allied Matters Act (CAMA) 2020 and relevant securities regulations, while providing clear documentation for corporate records and regulatory filings. The agreement is particularly crucial in scenarios involving corporate reorganizations, mergers and acquisitions, or changes in employee compensation strategies.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Telecommunications

Manufacturing

Energy and Resources

Healthcare

Real Estate

Consumer Goods

Private Equity

Relevant Teams

Legal

Human Resources

Finance

Corporate Secretariat

Compliance

Tax

Executive Leadership

Compensation and Benefits

Stock Administration

Relevant Roles

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

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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