ADVISOR AGREEMENT WITH EQUITY COMPENSATION

Table of Contents

1. Parties and Effective Date
2. Engagement and Advisory Services
3. Equity Compensation
4. Vesting Schedule
5. Exercise and Settlement
6. Termination
7. Confidentiality
8. Intellectual Property
9. Independent Contractor Status
10. Securities Law Representations
11. Tax Matters
12. General Provisions
13. Signatures

1. Parties and Effective Date

THIS ADVISOR AGREEMENT ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

Company: [________________________________] (the "Company"), a [________________________________] corporation organized under the laws of [________________________________], with its principal office at [________________________________].

Advisor: [________________________________] (the "Advisor"), an individual with an address at [________________________________].

2. Engagement and Advisory Services

2.1 Scope of Services

The Company engages the Advisor to provide advisory services in the following areas:

☐ Strategic business advice and mentorship
☐ Introductions to potential investors, customers, or partners
☐ Industry expertise and market analysis
☐ Product development guidance
☐ Recruitment and talent identification
☐ Technical or scientific advisory
☐ Other: [________________________________]

2.2 Level of Engagement

The Advisor agrees to provide services at the following level:

☐ Standard Advisor — Approximately [____] hours per month; available for periodic consultation by phone or email.
☐ Strategic Advisor — Approximately [____] hours per month; attends regular meetings, makes introductions, and provides ongoing strategic input.
☐ Expert Advisor — Approximately [____] hours per month; deeply involved in strategy, attends board meetings as observer, actively recruits talent, and engages with customers.

2.3 Term

This Agreement shall commence on the Effective Date and continue for a period of [____] months/years, unless earlier terminated pursuant to Section 6.

3. Equity Compensation

3.1 Equity Grant

In consideration for the advisory services, the Company shall grant to the Advisor:

☐ Stock Options — A nonqualified stock option ("NSO") to purchase [________________________________] shares of Common Stock at an exercise price of $[____] per share (equal to the Fair Market Value on the date of grant as determined by the Company's most recent 409A valuation).

☐ Restricted Stock Award — [________________________________] shares of restricted Common Stock, subject to vesting and a Company repurchase right for unvested shares at the lesser of cost or Fair Market Value.

☐ Restricted Stock Units (RSUs) — [________________________________] RSUs, each representing the right to receive one share of Common Stock upon vesting and settlement.

3.2 Percentage of Company

The equity grant represents approximately [____]% of the Company's fully diluted capitalization as of the Effective Date.

3.3 Equity Incentive Plan

The equity grant shall be issued pursuant to the Company's [________________________________] Equity Incentive Plan (the "Plan") and shall be subject to the terms of the Plan and a separate Award Agreement.

4. Vesting Schedule

4.1 Vesting Terms

The equity grant shall vest according to the following schedule:

☐ Two-Year Monthly Vesting with Three-Month Cliff: No shares vest during the first three (3) months. Thereafter, 1/24th of the total shares vest on each monthly anniversary of the Effective Date.

☐ Two-Year Monthly Vesting (No Cliff): 1/24th of the total shares vest on each monthly anniversary of the Effective Date.

☐ Four-Year Monthly Vesting with One-Year Cliff: 25% of shares vest on the first anniversary, then 1/48th monthly thereafter.

☐ Milestone-Based Vesting: Shares vest upon achievement of the following milestones:
- [________________________________] — [____] shares
- [________________________________] — [____] shares
- [________________________________] — [____] shares

4.2 Acceleration upon Change of Control

☐ Single-Trigger: [____]% of unvested shares shall immediately vest upon a Change of Control.

☐ Double-Trigger: [____]% of unvested shares shall vest if the Advisor is terminated without Cause or the advisory relationship is not continued within [____] months following a Change of Control.

☐ No Acceleration: No acceleration of vesting upon a Change of Control.

5. Exercise and Settlement

5.1 Exercise of Stock Options

If the equity grant is in the form of Stock Options, the Advisor may exercise vested Options by:

(a) Delivering written notice to the Company specifying the number of shares;
(b) Paying the aggregate exercise price by cash, check, net exercise, or other method permitted by the Plan.

5.2 Post-Termination Exercise Period

Vested Options shall remain exercisable for [____] months following the termination of this Agreement (but not beyond the Option's original expiration date).

6. Termination

6.1 Termination by Either Party

Either party may terminate this Agreement at any time upon [____] days' written notice.

6.2 Effect of Termination

Upon termination:

(a) All unvested equity shall be immediately forfeited (or subject to repurchase at cost if restricted stock);
(b) All vested equity shall remain the property of the Advisor, subject to the terms of the Plan and applicable agreements;
(c) The Advisor's obligations under Sections 7 and 8 shall survive termination.

6.3 Termination for Cause

The Company may terminate this Agreement immediately for Cause. "Cause" means: (a) material breach of this Agreement; (b) breach of confidentiality obligations; (c) conviction of a felony; or (d) fraud or willful misconduct.

7. Confidentiality

7.1 Confidential Information

The Advisor agrees to hold in strict confidence all non-public information disclosed by the Company, including but not limited to business plans, financial data, customer information, product roadmaps, trade secrets, and technical information ("Confidential Information").

7.2 Permitted Disclosures

The Advisor may disclose Confidential Information only: (a) with the Company's prior written consent; (b) as required by law or legal process; or (c) to the Advisor's own legal or tax advisors, subject to confidentiality obligations.

7.3 Duration

The obligations under this Section 7 shall survive for [____] years following the termination of this Agreement, except that obligations with respect to trade secrets shall survive indefinitely to the extent protected under applicable law.

8. Intellectual Property

8.1 Assignment

The Advisor hereby assigns to the Company all right, title, and interest in any inventions, works of authorship, designs, ideas, or other intellectual property created by the Advisor in connection with the advisory services.

8.2 Prior Inventions

The Advisor has identified on Exhibit A any prior inventions or intellectual property that the Advisor wishes to exclude from this assignment. If no Exhibit A is attached, the Advisor represents that no such prior inventions exist.

9. Independent Contractor Status

The Advisor is an independent contractor and not an employee, agent, or partner of the Company. The Advisor shall not be entitled to any employee benefits, including health insurance, workers' compensation, or retirement benefits. The Advisor is solely responsible for all tax obligations arising from compensation received under this Agreement.

10. Securities Law Representations

The Advisor represents and warrants:

(a) The equity is being acquired for investment purposes only, not for resale or distribution;

(b) The Advisor understands that the shares have not been registered under the Securities Act of 1933 and cannot be sold or transferred without registration or an applicable exemption (Securities Act § 4(a)(2); Rule 144);

(c) The Advisor has received or had access to all information necessary to make an informed investment decision;

(d) The Advisor is an "accredited investor" as defined in Rule 501(a) of Regulation D.

☐ The Advisor is NOT an accredited investor and the Company has provided additional disclosures as required.

11. Tax Matters

11.1 No Tax Advice

The Company has not provided the Advisor with tax advice. The Advisor is solely responsible for determining the tax consequences of this Agreement and the equity compensation.

11.2 IRC § 83(b) Election

If the Advisor receives restricted stock, the Advisor acknowledges being informed of the option to file an election under IRC § 83(b) within thirty (30) days of receiving the shares. The Company strongly recommends the Advisor consult a tax professional regarding the advisability of filing an § 83(b) election.

11.3 IRC § 409A Compliance

This Agreement is intended to comply with or be exempt from IRC § 409A. Any ambiguity shall be interpreted in a manner consistent with § 409A compliance.

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without regard to conflicts of law principles.

12.2 Entire Agreement

This Agreement, together with the Plan and any Award Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof.

12.3 Amendment

This Agreement may be amended only by a written instrument signed by both parties.

12.4 Notices

All notices shall be in writing and delivered to the addresses set forth above, or to such other address as either party may designate in writing.

12.5 Non-Solicitation (Optional)

☐ During the term of this Agreement and for [____] months thereafter, the Advisor shall not directly solicit the Company's employees or key contractors.

12.6 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. Signatures

COMPANY:

Name: [________________________________]
Title: [________________________________]
Signature: [________________________________]
Date: [__/__/____]

ADVISOR:

Name: [________________________________]
Signature: [________________________________]
Date: [__/__/____]

EXHIBIT A — PRIOR INVENTIONS

☐ No prior inventions to disclose.

☐ The following prior inventions are excluded from the assignment in Section 8:

Sources and References

• IRC § 409A — Nonqualified Deferred Compensation Plans
• IRC § 83 — Property Transferred in Connection with Performance of Services
• IRC § 83(b) — Election to Include in Gross Income in Year of Transfer
• Securities Act of 1933, § 4(a)(2) — Private Placement Exemption
• SEC Rule 701 (17 C.F.R. § 230.701) — Compensatory Benefit Plans
• SEC Rule 144 — Resale of Restricted Securities
• Delaware GCL § 157 — Rights and Options Respecting Stock
• Founder Institute FAST Agreement — https://fi.co/fast