Edukrest Limited
Equity Incentive Framework · 2025
Employee Stock
Option Plan
Option Plan
Internal Policy & Equity Incentive Framework
Edukrest Limited is committed to building a team of exceptional individuals who share in the company's vision of transforming education access across Africa through technology. This Employee Stock Option Plan (ESOP) has been established as a cornerstone of our people strategy and equity culture.
The ESOP is designed to serve three core strategic purposes:
This document constitutes an operational ESOP policy framework and is intended for internal governance, employee communication, and investor due diligence purposes. It will be further formalised in line with applicable corporate regulations.
Important Distinction: The ESOP pool comprises stock options, not immediate shares. An option grants the holder the right — but not the obligation — to purchase shares at a predetermined price at a future date, subject to vesting conditions.
Options are converted into actual shares only upon satisfying both vesting requirements and payment of the exercise price. Until that point, option holders have no shareholder rights.
Participation in the Edukrest ESOP is available to qualifying employees based on the following criteria. The plan is designed to be broadly accessible whilst prioritising those who have made foundational contributions to the company.
| Criterion | Requirement | Priority Level |
|---|---|---|
| Employment Type | Full-time employees only | Required |
| Role Level | Senior, managerial, or leadership-level positions | Primary |
| Early Joiners | Employees who joined within the first year of operations | Priority |
| Key Contributors | Individuals with significant impact on company growth | Priority |
| Broader Inclusion | Other employees as determined by leadership | Discretionary |
Final eligibility and grant size are determined on a case-by-case basis by company leadership, with priority allocation going to early employees, key contributors, and individuals in strategic or technical leadership roles.
Edukrest employs a 5-year vesting schedule with a 1-year cliff, designed to protect the company while meaningfully rewarding long-term team members. This structure is aligned with venture-backed startup best practices.
Options are formally granted to the employee. No shares vest at this point. The 12-month cliff period begins.
Upon completing 12 continuous months of employment, one-fifth (1/5) of the total grant vests immediately. If the employee leaves before this date, no options vest.
Remaining 80% of options vest in equal monthly instalments over the following 48 months (~1.67% of total grant per month).
After five years of continuous employment, 100% of granted options are fully vested and may be exercised at the employee's discretion.
Option allocations are made using a hybrid model that combines role-based weighting with performance evaluation and contribution assessment. No fixed formula is applied; rather, each grant is considered holistically.
| Allocation Factor | Description | Weighting |
|---|---|---|
| Role Level & Seniority | Higher allocation for strategic, technical, and senior positions | High |
| Performance Review | Annual/periodic evaluation of output quality and impact | High |
| Contribution to Growth | Measurable impact on revenue, product, or company milestones | Medium–High |
| Longevity | Tenure and demonstrated long-term commitment | Medium |
| Early Joiner Status | Joining during the company's formative first year | Medium |
The exercise price is intentionally set low to ensure that the ESOP is a genuine and accessible incentive for employees, particularly during the company's early growth phase. The specific price will be documented in each individual option grant agreement.
Holding vested options does not constitute share ownership. Employees must actively exercise their options — i.e., submit a formal exercise request and pay the applicable exercise price — to convert options into actual equity shares.
Path to Share Ownership:
The following rules govern the treatment of options when an employee departs the company or in the event of a corporate liquidity event such as an acquisition.
Options that are not exercised within the applicable window following departure or expiry will lapse entirely and be returned to the ESOP pool. Employees are encouraged to seek independent financial advice before exercising options, particularly with respect to any applicable tax implications.
All ESOP allocations, modifications, and terminations are governed by a structured approval process to ensure accountability and prevent unilateral decision-making.
No Unilateral Allocation: Under no circumstances may any single individual — including the CEO — approve an ESOP grant without the required co-approval from at least one other member of the founding team. This safeguard protects both employees and investors.
When options are exercised and converted into shares, the total number of issued shares increases, resulting in proportional dilution of existing shareholders. This is a standard mechanism in equity-based compensation structures.
Edukrest is committed to maintaining full transparency with investors, shareholders, and option holders regarding the ESOP pool size, allocation status, and any changes to the total share count. A fully-diluted cap table will be maintained and made available to authorised stakeholders upon request.
The ESOP is managed internally by company leadership, operating under the governance structure outlined in Section 9. The company maintains responsibility for all record-keeping, communication, and operational aspects of the plan.
| Record Type | Details to be Maintained |
|---|---|
| Grant Records | Employee name, grant date, number of options, exercise price, and grant agreement reference |
| Vesting Schedules | Cliff date, monthly vesting milestones, cumulative vested total, and remaining unvested balance |
| Exercise Records | Date of exercise, options exercised, price paid, and resulting shares issued |
| Departures & Forfeitures | Date of departure, vested/unvested split, exercise window dates, and final status |
| Pool Status | Total pool size, allocated options, unallocated balance, and exercised shares |
All ESOP records will be kept in a secure, auditable format. Employees may request a summary of their individual grant and vesting status at any time through the appropriate company contact.
This document constitutes an operational ESOP policy framework developed for internal governance, investor due diligence, and employee communication purposes. It does not constitute a legally binding share option agreement under any applicable jurisdiction at this time.
This framework is subject to formalisation through appropriate legal instruments including, but not limited to, Board resolutions, individual option grant agreements, shareholder agreements, and regulatory filings in compliance with the applicable corporate laws of Nigeria and any other jurisdiction in which Edukrest Limited operates.
Edukrest Limited reserves the right to amend, update, or restructure this plan at any time, subject to the governance procedures defined herein. Employees will be notified of any material changes to the terms of their individual grants.
Recipients of this document are advised to seek independent legal and financial counsel before making any decisions based on the contents hereof.
This Employee Stock Option Plan has been reviewed and adopted by the founding team of Edukrest Limited.