The Share Option Agreement is a key document used by Nigerian companies to provide equity incentives to employees, directors, or consultants. It serves as a crucial tool for talent retention and alignment of interests between the company and its key stakeholders. This agreement must be structured in compliance with Nigerian corporate law, particularly CAMA 2020 and securities regulations. It typically follows any existing company share option scheme and should align with the company's articles of association. The document specifies critical elements such as the number of shares subject to the option, exercise price, vesting schedule, and exercise period. It's particularly relevant for start-ups and growing companies in Nigeria looking to conserve cash while offering competitive compensation packages. The agreement needs to address specific Nigerian regulatory requirements, including SEC guidelines and tax implications under local law.
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1. Parties: Identification of the company granting options and the option holder
2. Background: Context of the agreement, including the company's share option scheme and purpose
3. Definitions: Key terms used throughout the agreement including 'Option', 'Exercise Price', 'Shares', 'Vesting Period'
4. Grant of Option: Details of the share options being granted, including number of shares and exercise price
5. Exercise Period: Timeframe during which the options may be exercised
6. Vesting Schedule: Timeline and conditions for when options become exercisable
7. Method of Exercise: Process and requirements for exercising the options
8. Payment Terms: Terms for paying the exercise price and handling of tax obligations
9. Termination Provisions: What happens to options upon various termination scenarios
10. Transferability Restrictions: Limitations on transfer or assignment of options
11. Adjustments: Provisions for adjusting options in case of corporate events
12. Governing Law: Specification of Nigerian law as governing law
13. Dispute Resolution: Process for resolving disputes under the agreement
1. Employment Relationship: Required if options are part of employment compensation, clarifying that options don't create employment rights
2. Change of Control Provisions: Include for companies anticipating potential sale or merger
3. Lock-up Period: Include if shares received upon exercise cannot be sold for a certain period
4. Tag-Along Rights: Include if option holders should have right to join in sale of majority shareholders
5. Drag-Along Rights: Include if majority shareholders can force option holders to join in company sale
6. Non-Competition and Confidentiality: Include if option grant is tied to restrictive covenants
1. Schedule 1 - Option Certificate: Formal certificate detailing the option grant
2. Schedule 2 - Notice of Exercise: Template form for exercising options
3. Schedule 3 - Vesting Schedule: Detailed breakdown of vesting dates and conditions
4. Schedule 4 - Company's Share Option Plan Rules: Full rules of the share option scheme
5. Schedule 5 - Shareholders' Agreement: Key terms from shareholders' agreement that will apply post-exercise
Relevant legal definitions
Acceptance Date
Articles
Board
Business Day
CAMA
Cause
Change of Control
Company
Competitor
Completion
Confidential Information
Control
Date of Grant
Directors
Effective Date
Eligible Employee
Employee Share Scheme
Exercise Notice
Exercise Period
Exercise Price
Exit Event
Fair Market Value
Good Leaver
Grant Letter
Group
Option
Option Certificate
Option Holder
Option Shares
Parties
Plan
Qualifying Shares
SEC
Share Capital
Shareholders' Agreement
Shares
Subsidiary
Tax
Termination Date
Transfer
Vested Options
Vesting Date
Vesting Period
Vesting Schedule
Articles
Board
Business Day
CAMA
Cause
Change of Control
Company
Competitor
Completion
Confidential Information
Control
Date of Grant
Directors
Effective Date
Eligible Employee
Employee Share Scheme
Exercise Notice
Exercise Period
Exercise Price
Exit Event
Fair Market Value
Good Leaver
Grant Letter
Group
Option
Option Certificate
Option Holder
Option Shares
Parties
Plan
Qualifying Shares
SEC
Share Capital
Shareholders' Agreement
Shares
Subsidiary
Tax
Termination Date
Transfer
Vested Options
Vesting Date
Vesting Period
Vesting Schedule
Clauses
Grant of Option
Vesting
Exercise of Option
Exercise Price
Payment Terms
Share Capital
Conditions
Transfer Restrictions
Termination
Good Leaver/Bad Leaver
Change of Control
Corporate Events
Valuation
Warranties
Representations
Confidentiality
Non-Competition
Share Rights
Tax Obligations
Data Protection
Notices
Assignment
Amendment
Entire Agreement
Severability
Force Majeure
Governing Law
Dispute Resolution
Compliance with Laws
Counterparts
Vesting
Exercise of Option
Exercise Price
Payment Terms
Share Capital
Conditions
Transfer Restrictions
Termination
Good Leaver/Bad Leaver
Change of Control
Corporate Events
Valuation
Warranties
Representations
Confidentiality
Non-Competition
Share Rights
Tax Obligations
Data Protection
Notices
Assignment
Amendment
Entire Agreement
Severability
Force Majeure
Governing Law
Dispute Resolution
Compliance with Laws
Counterparts
Relevant Industries
Technology
Financial Services
Manufacturing
Professional Services
Telecommunications
Healthcare
Energy
Real Estate
E-commerce
Education
Consulting
Start-ups
Relevant Teams
Legal
Human Resources
Finance
Compliance
Corporate Secretariat
Executive Leadership
Board
Corporate Governance
Compensation & Benefits
Relevant Roles
CEO
CFO
General Counsel
HR Director
Company Secretary
Legal Counsel
HR Manager
Compensation & Benefits Manager
Board Member
Chief Operating Officer
Employee Relations Manager
Talent Acquisition Manager
Finance Manager
Compliance Officer
Corporate Governance Officer
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