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.
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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
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
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
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