Token Vesting Agreement

TOKEN VESTING AGREEMENT

Agreement Date: [DATE]

Agreement Number: [VEST-XXXX-XXXX]

PARTIES

COMPANY:

• Legal Name: [COMPANY LEGAL NAME] (the "Company")
• Entity Type: [CORPORATION/LLC/FOUNDATION/OTHER]
• Jurisdiction: [STATE/COUNTRY]
• Address: [ADDRESS]
• Contact: [EMAIL]

RECIPIENT:

• Name: [RECIPIENT NAME] (the "Recipient")
• Address: [ADDRESS]
• Email: [EMAIL]
• Wallet Address: [WALLET ADDRESS]
• Recipient Type: ☐ Founder ☐ Employee ☐ Advisor ☐ Investor ☐ Contributor ☐ Other: [SPECIFY]

RECITALS

WHEREAS, Company has created or will create digital tokens known as [TOKEN NAME] ([SYMBOL]) (the "Tokens") for use in connection with the [PROJECT NAME] platform/protocol;

WHEREAS, Company desires to grant Tokens to Recipient as [compensation for services / consideration for investment / incentive for contribution], subject to vesting requirements;

WHEREAS, the vesting requirements are designed to incentivize long-term commitment and alignment with Company's success;

NOW, THEREFORE, in consideration of the mutual covenants herein and Recipient's [services / investment / contribution], the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Cliff" means the initial period during which no Tokens vest, after which a specified portion of Tokens vest immediately.

1.2 "Grant Date" means [DATE], the date on which this Token grant becomes effective.

1.3 "Service" means Recipient's continuous service to Company as [employee / advisor / contractor / founder / other], as applicable.

1.4 "Smart Contract" means the blockchain smart contract governing Token vesting, located at [CONTRACT ADDRESS].

1.5 "Token Generation Event" or "TGE" means the date on which Tokens are first created and available for distribution, which occurred or is expected to occur on [DATE].

1.6 "Total Grant" means the total number of Tokens subject to this Agreement.

1.7 "Unvested Tokens" means Tokens that have been granted but not yet vested according to the vesting schedule.

1.8 "Vested Tokens" means Tokens that have vested according to the vesting schedule and are no longer subject to forfeiture.

1.9 "Vesting Commencement Date" means [DATE], the date from which the vesting schedule begins.

1.10 "Vesting Period" means the total period over which Tokens vest.

ARTICLE 2: TOKEN GRANT

2.1 Grant of Tokens

Subject to the terms and conditions of this Agreement, Company hereby grants to Recipient a total of:

[NUMBER] Tokens ([SYMBOL])

(the "Total Grant")

2.2 Token Specifications

2.3 Nature of Grant

This Token grant is:

☐ Compensation for Services: Tokens granted as part of Recipient's compensation package

☐ Advisor Compensation: Tokens granted in consideration of advisory services

☐ Founder Allocation: Tokens allocated to Recipient as a founder/co-founder

☐ Investor Allocation: Tokens allocated in connection with investment in Company

☐ Contributor Reward: Tokens granted for contributions to the project

☐ Other: [SPECIFY]

ARTICLE 3: VESTING SCHEDULE

3.1 Vesting Schedule Selection

Select the applicable vesting schedule:

☐ OPTION A: Standard Four-Year Vesting with One-Year Cliff

☐ OPTION B: Three-Year Vesting with Six-Month Cliff

☐ OPTION C: Custom Vesting Schedule

☐ OPTION D: Milestone-Based Vesting

☐ OPTION E: Immediate Vesting with Lockup

3.2 OPTION A: Standard Four-Year Vesting with One-Year Cliff

Vesting Period: 4 years (48 months)

Cliff Period: 1 year (12 months)

Vesting Schedule:

Vesting Calculation:

• At Cliff: 25% of Total Grant vests
• Thereafter: 1/48th of Total Grant vests monthly
• By month 48: 100% vested

3.3 OPTION B: Three-Year Vesting with Six-Month Cliff

Vesting Period: 3 years (36 months)

Cliff Period: 6 months

Vesting Schedule:

3.4 OPTION C: Custom Vesting Schedule

Vesting Period: [NUMBER] months

Cliff Period: [NUMBER] months (or none)

Custom Schedule:

Vesting Frequency:
☐ Daily
☐ Weekly
☐ Monthly
☐ Quarterly
☐ Per milestone
☐ Other: [SPECIFY]

3.5 OPTION D: Milestone-Based Vesting

Tokens vest upon achievement of the following milestones:

Milestone Determination: Achievement of milestones shall be determined by [BOARD/COMMITTEE/SPECIFIED PROCESS].

Time-Based Backup: If milestones are not achieved by [DATE], remaining unvested Tokens shall:
☐ Vest on time-based schedule
☐ Be forfeited
☐ Be subject to renegotiation

3.6 OPTION E: Immediate Vesting with Lockup

Vesting: 100% immediately upon Grant Date

Lockup Period: [NUMBER] months

Lockup Release Schedule:

ARTICLE 4: VESTING MECHANICS

4.1 Continuous Service Requirement

4.1.1 Vesting is conditioned upon Recipient's continuous Service to Company. If Service terminates for any reason, vesting shall cease as of the termination date.

4.1.2 "Continuous Service" means:

• For employees: Active employment with Company
• For advisors: Active advisory engagement per advisory agreement
• For contractors: Active performance of services per contractor agreement
• For founders: Active participation in Company affairs

4.2 Termination Scenarios

4.2.1 Voluntary Resignation:
☐ All Unvested Tokens are forfeited
☐ Vested Tokens remain with Recipient
☐ Company has [NO / RIGHT OF FIRST REFUSAL on] Vested Tokens

4.2.2 Termination Without Cause:
☐ All Unvested Tokens are forfeited
☐ [NUMBER] additional months of vesting accelerates
☐ Other: [SPECIFY]

4.2.3 Termination For Cause:
☐ All Unvested Tokens are forfeited
☐ All Tokens (including Vested) are forfeited
☐ Company may repurchase Vested Tokens at [PRICE/FORMULA]

4.2.4 Death or Disability:
☐ [NUMBER]% of Unvested Tokens accelerate
☐ All Unvested Tokens accelerate
☐ Unvested Tokens are forfeited; Vested Tokens transfer to estate

4.3 Change of Control Acceleration

4.3.1 In the event of a Change of Control (as defined below):

☐ Single Trigger: [NUMBER]% of Unvested Tokens accelerate upon Change of Control

☐ Double Trigger: [NUMBER]% of Unvested Tokens accelerate if Recipient is terminated without Cause or resigns for Good Reason within [12] months of Change of Control

☐ No Acceleration: Vesting continues per original schedule

4.3.2 "Change of Control" means:
(a) Merger or consolidation where Company shareholders own less than 50% of surviving entity
(b) Sale of all or substantially all Company assets
(c) Acquisition of more than 50% of Company's voting power by a third party
(d) [OTHER EVENTS]

4.4 Leave of Absence

During approved leaves of absence:
☐ Vesting continues
☐ Vesting pauses and resumes upon return
☐ Vesting pauses after [NUMBER] days of leave

ARTICLE 5: TOKEN DELIVERY AND CUSTODY

5.1 Token Delivery

5.1.1 Vested Tokens shall be delivered:

☐ Automatically: Via Smart Contract upon vesting
☐ Upon Request: Recipient must claim via [PLATFORM/PROCESS]
☐ Batch Delivery: [MONTHLY/QUARTERLY] after vesting

5.1.2 Delivery Address: Tokens shall be delivered to Recipient's wallet at:

• Initial Address: [WALLET ADDRESS]
• Recipient may update address by [PROCESS]

5.2 Custody of Unvested Tokens

Unvested Tokens shall be held:

☐ Smart Contract Escrow: In vesting smart contract at [ADDRESS]
☐ Company Custody: By Company until vesting
☐ Third-Party Escrow: By [ESCROW AGENT]

5.3 Token Generation Event

If TGE has not occurred:

5.3.1 This Agreement represents a grant of the right to receive Tokens upon TGE, subject to vesting.

5.3.2 Vesting shall commence on the Vesting Commencement Date regardless of TGE timing.

5.3.3 Upon TGE, all then-Vested Tokens shall be delivered; unvested Tokens shall be delivered as they vest.

ARTICLE 6: FORFEITURE AND CLAWBACK

6.1 Forfeiture of Unvested Tokens

6.1.1 Unvested Tokens are automatically forfeited upon:

• Termination of Service (except as provided in Section 4.2)
• Breach of this Agreement
• Breach of confidentiality or non-compete obligations

6.1.2 Forfeited Tokens shall return to Company's Token reserve.

6.2 Clawback Provisions

6.2.1 Company may require return of Vested Tokens (clawback) if:

☐ Recipient engaged in fraud, embezzlement, or theft
☐ Recipient materially breached fiduciary duties
☐ Recipient violated non-compete or non-solicit obligations
☐ Financial statements upon which vesting was based are restated
☐ Other: [SPECIFY]

6.2.2 Clawback Period: [NUMBER] years from vesting date

6.2.3 Clawback Mechanism: Recipient shall, upon demand:

• Return Tokens to Company wallet
• If Tokens have been sold, pay equivalent value in fiat or other Tokens

6.3 Company Discretion

Company [SHALL NOT / MAY IN ITS DISCRETION] waive forfeiture or clawback rights on a case-by-case basis.

ARTICLE 7: TRANSFER RESTRICTIONS

7.1 Transfer of Unvested Tokens

Unvested Tokens may NOT be sold, transferred, pledged, assigned, or otherwise disposed of, except:
☐ By will or laws of descent
☐ To a trust for Recipient's benefit (with Company consent)
☐ [OTHER EXCEPTIONS]

7.2 Transfer of Vested Tokens

Vested Tokens:

☐ May be freely transferred after any applicable lockup period

☐ Subject to Company Right of First Refusal: Before selling, Recipient must offer to Company at [SAME PRICE / FORMULA]

☐ Subject to transfer restrictions for [PERIOD] after vesting

7.3 Regulatory Restrictions

All transfers are subject to compliance with:

• Applicable securities laws
• Company's insider trading policy
• Any applicable lockup agreements

ARTICLE 8: TAX MATTERS

8.1 Tax Responsibility

8.1.1 Recipient is solely responsible for all taxes arising from:

• The grant of Tokens
• The vesting of Tokens
• The sale or disposition of Tokens
• Any other tax consequences

8.1.2 Company makes no representations regarding tax treatment and recommends consultation with a tax advisor.

8.2 83(b) Election (If Applicable)

8.2.1 If Tokens may be treated as property subject to Section 83 of the Internal Revenue Code, Recipient may be eligible to file an 83(b) election.

8.2.2 An 83(b) election must be filed with the IRS within 30 days of the Grant Date.

8.2.3 Recipient acknowledges:
☐ Company has advised Recipient of the potential availability of an 83(b) election
☐ Recipient has consulted or been advised to consult a tax advisor
☐ Recipient is solely responsible for timely filing if electing

8.3 Tax Withholding

8.3.1 Company may withhold taxes from other compensation or require Recipient to pay withholding amounts.

8.3.2 Withholding may be satisfied by:
☐ Cash payment
☐ Withholding Tokens at fair market value
☐ Other approved method

8.4 Tax Reporting

Beginning in 2025-2026, Company or its agents may be required to report Token grants and transactions to the IRS via Form 1099-DA or similar forms.

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

9.1 Company Representations

Company represents and warrants that:

(a) It has authority to grant Tokens under this Agreement;
(b) The Token grant has been duly authorized;
(c) Tokens, when delivered, will be validly issued;
(d) The total Token grants do not exceed authorized allocations.

9.2 Recipient Representations

Recipient represents and warrants that:

(a) Recipient has authority to enter into this Agreement;
(b) Recipient is acquiring Tokens for own account, not for distribution;
(c) Recipient has sufficient knowledge to evaluate the investment;
(d) Recipient can bear the economic risk of the investment;
(e) Recipient has received and reviewed all information deemed necessary;
(f) Recipient understands the Tokens may have no value;
(g) Recipient is not in a jurisdiction where this grant is prohibited;
(h) Recipient is not subject to sanctions or other legal restrictions.

ARTICLE 10: CONFIDENTIALITY

10.1 Confidential Information

Recipient agrees to maintain the confidentiality of:

• The terms of this Agreement
• Company's Token allocation plans
• Non-public information about Company's business
• Technical information about the Token or protocol

10.2 Exceptions

Confidentiality obligations do not apply to information that:

• Becomes publicly available through no fault of Recipient
• Was known to Recipient before disclosure
• Is disclosed with Company's written consent
• Must be disclosed by law (with notice to Company)

ARTICLE 11: GENERAL PROVISIONS

11.1 Entire Agreement

This Agreement constitutes the entire agreement regarding the Token grant and supersedes all prior negotiations and agreements.

11.2 Amendments

This Agreement may be amended only by written instrument signed by both parties, provided that Company may amend the Agreement unilaterally for administrative changes or to comply with law if such amendments do not materially adversely affect Recipient.

11.3 Governing Law

This Agreement shall be governed by the laws of [STATE/JURISDICTION], without regard to conflicts of law principles.

11.4 Dispute Resolution

☐ Arbitration: Disputes shall be resolved by binding arbitration under [AAA/JAMS] rules in [LOCATION]

☐ Litigation: Disputes shall be resolved in courts of [JURISDICTION]

11.5 Severability

If any provision is held invalid, the remaining provisions continue in effect.

11.6 Waiver

No waiver of any provision shall be effective unless in writing.

11.7 Assignment

Recipient may not assign this Agreement without Company consent. Company may assign to a successor entity.

11.8 Notices

Notices shall be sent to the addresses above or as updated in writing.

11.9 Counterparts

This Agreement may be executed in counterparts, including electronically.

11.10 No Employment Rights

This Agreement does not create an employment relationship or guarantee continued employment or engagement.

SIGNATURES

COMPANY:

Signature: _________________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

RECIPIENT:

Signature: _________________________________

Name: [NAME]

Date: [DATE]

Wallet Address Confirmation: [ADDRESS]

EXHIBIT A: VESTING SCHEDULE SUMMARY

Grant Summary:

Vesting Calendar:

EXHIBIT B: TAX INFORMATION

Important Tax Notice:

The receipt of Tokens may be a taxable event. Depending on the structure and your jurisdiction, taxes may be due:

1. At Grant: If Tokens are substantially vested at grant (no risk of forfeiture)

2. At Vesting: When Tokens vest and restrictions lapse

3. At Sale: When Tokens are sold or exchanged

83(b) Election:

If you receive Tokens that are subject to vesting (risk of forfeiture), you may be able to file an 83(b) election to be taxed at grant instead of vesting. This election:

• Must be filed within 30 days of grant
• Cannot be revoked
• May result in tax liability even if Tokens are later forfeited
• May provide favorable tax treatment if Token value increases

CONSULT A TAX PROFESSIONAL BEFORE MAKING ANY TAX ELECTIONS OR DECISIONS.

REGULATORY NOTICES

SECURITIES NOTICE: Tokens granted under this Agreement may be securities under applicable law. Transfer restrictions apply. Recipient should not expect to be able to sell Tokens unless and until they are registered or an exemption is available.

NO GUARANTEE OF VALUE: Company makes no representation regarding the current or future value of the Tokens. Tokens may decrease in value or become worthless.

VESTING PLATFORM: If vesting is administered through a smart contract or third-party platform, Recipient should review and understand the mechanics of that system.

EMPLOYMENT STATUS: This Agreement does not alter Recipient's at-will employment status (if applicable) or create any employment relationship.

This template is provided for informational purposes only and should be reviewed and customized by qualified legal counsel familiar with securities laws, employment law, and token compensation structures.