Vesting Agreement Template

This Vesting Agreement ("Agreement") is entered into as of [Date] by and between [Company Name], a [State] [Entity Type] (the "Company"), and [Recipient Name] ("Recipient").

1. Grant

• Company grants Recipient [Number] [type of equity: stock units/options/restricted shares] (the "Equity Award") pursuant to the Company’s [Equity Plan] and subject to this Agreement.

2. Vesting Schedule

• Vesting commencement date: [Date].
• Vesting schedule: [e.g., 25% vest on first anniversary; remaining vest monthly/quarterly over 36 months].
• Acceleration provisions (change in control, termination without cause, death/disability).

3. Service Requirement

• Vesting conditioned upon Recipient’s continuous service as [employee/director/consultant].
• Upon termination of service, unvested portion forfeited unless otherwise provided.

4. Exercise/Settlement (for options)

• Exercise price per share: $[Price].
• Option exercisable to extent vested, subject to plan terms.
• Post-termination exercise period: [Number] days (longer for death/disability).

5. Rights Prior to Vesting

• Unvested awards have no voting or dividend rights unless specified.
• Dividends or dividend equivalents may be accrued and paid upon vesting.

6. Transfer Restrictions

• Award non-transferable except by will or laws of descent and distribution.
• Transfers to family trusts or entities require Company consent.

7. Tax Withholding and Elections

• Recipient responsible for applicable taxes; Company may withhold shares or cash.
• Recipient advised to consult tax advisor regarding 83(b) election (if restricted stock).

8. Covenants and Clawback

• Recipient agrees to comply with confidentiality, IP assignment, and restrictive covenants.
• Award subject to Company clawback policy and applicable law.

9. Governing Law

• This Agreement governed by laws of [State].

10. Entire Agreement

• Incorporates the Equity Plan and Grant Notice; supersedes prior understandings.

Signatures

Company: [Company Name]
By: ________
Name: [Officer Name]
Title: [Title]

Recipient: [Recipient Name]
Signature: ___
Address: [Address]

Exhibits

• Exhibit A: Grant Notice
• Exhibit B: 83(b) Election Form (if applicable)
• Exhibit C: Covenants Agreement

Use this agreement to document vesting terms for equity awards granted outside standard grant notices or for custom arrangements.