Founder vesting agreement template (4yr / 1yr cliff)

RESTRICTED STOCK PURCHASE AGREEMENT (FOUNDER VESTING) This Restricted Stock Purchase Agreement (the "Agreement") is entered into as of {{GRANT_DATE}} by and between {{COMPANY_NAME}}, a Delaware corporation (the "Company"), and {{FOUNDER_NAME}} (the "Purchaser"). 1. PURCHASE OF SHARES The Company hereby sells to the Purchaser, and the Purchaser hereby purchases from the Company, {{TOTAL_SHARES}} shares of the Company's Common Stock (the "Shares") at a purchase price of ${{PRICE_PER_SHARE}} per Share, for an aggregate purchase price of ${{TOTAL_PRICE}}, payable in cash or by the cancellation of indebtedness owed by the Company to the Purchaser. 2. VESTING SCHEDULE The Shares shall vest over a four (4) year period, with twenty-five percent (25%) of the Shares vesting on the one-year anniversary of {{VESTING_COMMENCEMENT_DATE}} (the "Cliff Date"), and 1/48th of the original number of Shares vesting on each monthly anniversary thereafter, such that all Shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date, in each case subject to the Purchaser's continuous service to the Company. 3. REPURCHASE OPTION (a) If the Purchaser's continuous service terminates for any reason, the Company shall have the right (but not the obligation) to repurchase any Shares that are unvested as of the termination date (the "Unvested Shares") at a price equal to the lower of (i) the original purchase price per Share and (ii) the fair market value per Share as of the termination date. (b) The Company must exercise this Repurchase Option, if at all, within ninety (90) days following the termination date by written notice to the Purchaser. 4. ACCELERATION OF VESTING (a) Single-Trigger (strike if not used): In the event of a Change of Control of the Company, {{SINGLE_TRIGGER_PCT}}% of the then-unvested Shares shall vest immediately prior to the closing of such Change of Control. (b) Double-Trigger: If, within twelve (12) months following a Change of Control, the Purchaser's service is terminated by the Company (or its successor) without Cause, or by the Purchaser for Good Reason, then {{DOUBLE_TRIGGER_PCT}}% of the then-unvested Shares shall vest as of such termination date. (c) "Cause," "Good Reason," and "Change of Control" have the meanings set forth in Exhibit A. 5. 83(b) ELECTION The Purchaser acknowledges that the Shares are subject to a substantial risk of forfeiture under Section 83 of the Internal Revenue Code. The Purchaser agrees to make a timely election under Section 83(b) within thirty (30) days of the date of this Agreement and to deliver a copy of the filed election to the Company. A form of 83(b) election is attached as Exhibit B. 6. STOCK POWERS AND ESCROW The Purchaser shall deliver to the Company a stock assignment separate from certificate, executed in blank, to facilitate any repurchase of Unvested Shares. The certificates representing the Shares shall be held in escrow by the Company's counsel until vested or repurchased. 7. RIGHT OF FIRST REFUSAL Any proposed transfer of Shares (vested or unvested) by the Purchaser is subject to a right of first refusal in favor of the Company on the terms set forth in the Company's Bylaws. 8. MARKET STAND-OFF The Purchaser agrees not to sell or transfer Shares for a period of up to 180 days following the effective date of the Company's initial public offering, as requested by the underwriters. 9. GENERAL This Agreement shall be governed by the laws of the State of Delaware. It constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior understandings. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. COMPANY: {{COMPANY_NAME}} By: ________________________ Name: {{COMPANY_SIGNATORY_NAME}} Title: {{COMPANY_SIGNATORY_TITLE}} PURCHASER: ________________________ {{FOUNDER_NAME}} Exhibit A: Definitions (Cause, Good Reason, Change of Control) Exhibit B: Form of 83(b) Election