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Stock Option Cancellation Agreement Template for Germany

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Key Requirements PROMPT example:

Stock Option Cancellation Agreement

"I need a Stock Option Cancellation Agreement under German law for a senior executive voluntarily surrendering 10,000 unvested stock options without consideration as part of their resignation effective March 1, 2025."

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 in scenarios such as corporate restructuring, employee departures, or implementation of new compensation schemes. This document, governed by German law, must comply with the German Stock Corporation Act (Aktiengesetz), Securities Trading Act (Wertpapierhandelsgesetz), and relevant tax regulations. It details the specific options being cancelled, any consideration provided, tax implications, and mutual releases. The agreement is particularly important in ensuring clear documentation of the cancellation to prevent future disputes and maintain proper corporate records. It may require works council consultation and should address specific German law requirements regarding employee equity compensation.
Suggested Sections

1. Parties: Identification of the company issuing the stock options and the option holder

2. Background: Context of the original stock option grant and reasons for cancellation

3. Definitions: Key terms used in the agreement, including 'Stock Options', 'Option Agreement', 'Cancellation Date', etc.

4. Acknowledgment of Existing Options: Confirmation of currently held stock options and their terms

5. Cancellation: Core provision documenting the voluntary cancellation of the stock options

6. Tax Matters: Acknowledgment of tax implications and responsibilities

7. Representations and Warranties: Standard representations including authority, ownership of options, no encumbrances

8. Release: Mutual release of claims relating to the cancelled stock options

9. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction

10. Execution: Signature blocks and execution requirements

Optional Sections

1. Consideration: Details of any payment or other consideration for the cancellation - include if there is consideration being paid

2. Confidentiality: Confidentiality obligations - include if the terms of cancellation are to remain confidential

3. Related Agreements: Reference to and interaction with other agreements - include if cancellation is part of a broader transaction

4. Surviving Obligations: Any obligations that continue after cancellation - include if there are ongoing commitments

5. Works Council Approval: Reference to works council approval if required under German law - include if applicable to the company

6. Data Protection: GDPR compliance provisions - include if personal data processing is involved beyond basic contract administration

Suggested Schedules

1. Schedule 1 - Cancelled Stock Options: Detailed list of stock options being cancelled, including grant dates, vesting schedules, and exercise prices

2. Schedule 2 - Original Option Agreement: Copy or key terms of the original stock option agreement being cancelled

3. Schedule 3 - Calculation of Consideration: If applicable, detailed calculation methodology for any consideration being paid

4. Appendix A - Board Resolution: Copy of board resolution approving the cancellation

5. Appendix B - Tax Calculation Example: If applicable, illustrative calculation of tax implications

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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HR Director

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