Vesting Agreement

Effective Date: [__/__/____]
Company: [________________________________], a [________________________________] corporation (the "Company")
Recipient: [________________________________] (the "Recipient")
Grant Type: ☐ Restricted Stock ☐ Restricted Stock Units (RSUs) ☐ Stock Options (ISO) ☐ Stock Options (NSO)

Grant Summary

Recitals

WHEREAS, the Company desires to grant the Recipient the equity award described above (the "Award") as an incentive for continued service to the Company, subject to the terms and conditions of this Agreement and, if applicable, the Company's Equity Incentive Plan (the "Plan");

WHEREAS, the parties desire to set forth in this Agreement the vesting schedule, repurchase rights, acceleration provisions, and other material terms governing the Award;

NOW, THEREFORE, in consideration of the Recipient's agreement to provide services to the Company, and other good and valuable consideration, the parties agree as follows:

Article 1 – Grant and Vesting Schedule

1.1 Grant

Subject to the terms of this Agreement, the Company grants the Recipient the Award described in the Grant Summary above. If this is a restricted stock grant, Recipient is purchasing shares pursuant to a separate Restricted Stock Purchase Agreement or stock purchase agreement simultaneously herewith.

1.2 Standard Vesting Schedule – 4-Year / 1-Year Cliff

Subject to Section 1.3 and Article 3 below, the Award shall vest according to the following schedule:

Cliff Vesting:
On the date that is twelve (12) months after the Vesting Commencement Date (the "Cliff Date"), [25]% of the total Award ([________________________________] shares/units/options) shall vest, provided the Recipient has maintained Continuous Service (as defined below) through such date.

Post-Cliff Vesting:

After the Cliff Date, an additional [________________________________] shares shall vest in equal monthly installments on the same day of each month over the following [36] months, such that 100% of the Award is vested on the date that is [48] months after the Vesting Commencement Date (the "Full Vest Date").

1.3 Alternate/Custom Vesting Schedule

☐ Not applicable (use standard 4-year/1-year cliff above)

☐ Custom schedule: The Award shall vest as follows:

1.4 Continuous Service

"Continuous Service" means the Recipient's uninterrupted service to the Company as an employee, director, or consultant. Continuous Service is not interrupted by: (a) approved leaves of absence up to [90] days; (b) military service leave; or (c) changes in the capacity in which the Recipient serves (from employee to consultant or vice versa), unless specifically agreed otherwise in writing.

Article 2 – Repurchase Right

2.1 Company Repurchase Right

If the Recipient's Continuous Service terminates for any reason (the "Termination Date"), the Company shall have the right (but not the obligation) to repurchase any Unvested Shares (defined as shares on which the vesting schedule has not been satisfied as of the Termination Date) at the Repurchase Price (the "Repurchase Right"), subject to DGCL § 160 and any applicable restrictions on redemptions.

2.2 Repurchase Price

The Repurchase Price shall be the lesser of (i) the original purchase price paid by the Recipient for the Unvested Shares and (ii) the fair market value of the Unvested Shares as of the Termination Date.

Note for Founders / Early Employees: Repurchase at original cost (typically $0.001–$0.01 per share) is standard for early-stage restricted stock grants. After a Series A financing, some companies shift to fair market value repurchase.

2.3 Exercise of Repurchase Right

The Company may exercise the Repurchase Right by delivering written notice to the Recipient within [90] calendar days after the Termination Date (or such longer period as required under applicable law). The closing of any repurchase shall occur within [30] days after the Company's exercise notice.

2.4 DGCL § 160 Restriction

The Repurchase Right is subject to DGCL § 160, which restricts a Delaware corporation from repurchasing shares if, after such repurchase, the corporation's capital would be impaired. If the Repurchase Right cannot be exercised due to such restriction, the Company may exercise the right as soon as legally permissible.

Article 3 – Acceleration of Vesting

3.1 Acceleration Events

The vesting of the Award may be accelerated as set forth below. Select applicable provision(s):

☐ No Acceleration Provision

☐ Single-Trigger Acceleration
Upon the consummation of a Change of Control (as defined in Section 3.4), [____]% of the then-unvested Award shall automatically vest immediately prior to such Change of Control, provided the Recipient is in Continuous Service on the date of such Change of Control.

☐ Double-Trigger Acceleration (Standard for Venture-Backed Companies)
If, within [12] months following the consummation of a Change of Control, the Recipient's Continuous Service is terminated (i) by the Company (or its successor) without Cause or (ii) by the Recipient for Good Reason, then [____]% (☐ 50% / ☐ 100%) of the then-unvested Award shall automatically vest as of the date of such termination.

☐ Partial Single + Full Double Trigger
Upon a Change of Control: [____]% of unvested shares vest (single trigger). Upon a Change of Control followed by qualifying termination within [12] months: the remaining unvested shares vest in full (double trigger).

3.2 Termination Treatment Table

3.3 Definitions

"Cause" means (a) conviction of a felony or crime of moral turpitude; (b) material breach of this Agreement, the Recipient's employment agreement, or applicable Company policies, not cured within [30] days of written notice; (c) willful misconduct or gross negligence materially harmful to the Company; or (d) material violation of applicable law in connection with the performance of duties.

"Change of Control" means (a) any merger, consolidation, or reorganization in which the Company's stockholders immediately before the transaction hold less than 50% of the combined voting power of the surviving entity; (b) any sale, lease, or other disposition of all or substantially all of the Company's assets; or (c) any acquisition by any person or group of 50% or more of the combined voting power of the Company's outstanding securities.

"Good Reason" means any of the following without the Recipient's written consent: (a) a material reduction in base compensation; (b) a material reduction in title, authority, or responsibilities; (c) relocation of the principal place of work by more than [50] miles; or (d) a material breach of the employment or service agreement by the Company, in each case that is not cured within [30] days of written notice by the Recipient.

Article 4 – Section 83(b) Election

4.1 Applicability

Section 83(b) of the Internal Revenue Code applies to restricted stock (shares subject to a vesting schedule constituting a "substantial risk of forfeiture") but does not apply to options or RSUs. Recipient should consult a tax advisor regarding applicability.

4.2 83(b) Election – Critical Notice

IMPORTANT: THE 30-DAY DEADLINE IS STRICT AND CANNOT BE EXTENDED.

By making a Section 83(b) election, the Recipient elects to include in gross income the fair market value of the Shares (less the purchase price) at the time of grant, rather than at the time of vesting. If the shares have little or no value at the time of grant (which is often the case for early-stage companies), the taxable income from the grant may be minimal.

Action Required:

☐ Recipient acknowledges receipt of IRS Form 15620 (or applicable form) attached as Exhibit B.
☐ Recipient acknowledges receipt of instructions for filing the 83(b) election.
☐ Recipient acknowledges that the election must be filed with the IRS Service Center where the Recipient files income tax returns within 30 calendar days of the Grant Date ([__/__/____]).
☐ Recipient acknowledges that a copy of the completed Form 15620 must also be provided to the Company.
☐ Recipient acknowledges the recommendation to send the election by certified mail, return receipt requested, and to retain proof of mailing.

Filing Deadline: [__/__/____] (Grant Date + 30 days)

4.3 83(b) Election: Step-by-Step Instructions

1. Complete IRS Form 15620 (available at IRS.gov; as of June 2025, e-filing is available).
2. Include the following information: name, address, SSN/TIN, grant date, description of property (shares of [Company] Common Stock), fair market value at grant ($[________________________________] per share), amount paid ($[________________________________] per share), restrictions subject to forfeiture.
3. File by certified U.S. mail, return receipt requested (or e-file), to the IRS Service Center for your geographic region, postmarked no later than the deadline above.
4. Deliver a copy to the Company (attention: [________________________________]).
5. Attach a copy to your federal income tax return for the year of the grant.
6. Retain a copy for your records.

4.4 Tax Consequences

The Recipient acknowledges that the Company has not provided tax advice and recommends that the Recipient consult with a personal tax advisor regarding the tax consequences of this Award and the 83(b) election, including ordinary income tax, alternative minimum tax (for ISOs), capital gains tax treatment, and state income tax implications.

Article 5 – Transfer Restrictions

5.1 The Award and any unvested shares are non-transferable except:
(a) by will or the laws of descent and distribution upon the Recipient's death;
(b) with the prior written approval of the Company's Board; or
(c) pursuant to a Permitted Transfer under the Company's Right of First Refusal Agreement.

5.2 Any purported Transfer in violation of this Section 5 shall be null and void and of no force or effect.

Article 6 – Compliance with Laws; Legends

6.1 The Recipient acknowledges that the Shares have not been registered under the Securities Act of 1933 and are "restricted securities" within the meaning of SEC Rule 144. The Shares may not be resold except in compliance with applicable securities laws, including SEC Rule 144 (which generally requires a six-month holding period for reporting company issuers or one-year for non-reporting companies).

6.2 Certificates (if certificated) or book-entry records shall bear the following legends:

Securities Act Legend: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

Vesting/ROFR Legend: "THE SHARES REPRESENTED HEREBY ARE SUBJECT TO VESTING AND A RIGHT OF FIRST REFUSAL HELD BY THE COMPANY, AND ARE SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO A VESTING AGREEMENT DATED [__/__/____], A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL OFFICE."

Article 7 – Clawback and Covenants

7.1 The Award is subject to the Company's clawback policy (if any) and applicable law, including the Dodd-Frank Wall Street Reform and Consumer Protection Act.

7.2 The Recipient shall, as a condition of this grant, execute the Company's standard Proprietary Information and Inventions Assignment Agreement (if not already executed), and comply with any applicable non-solicitation or confidentiality obligations.

Article 8 – General Provisions

8.1 Governing Law. This Agreement is governed by the laws of the State of [________________________________].

8.2 Entire Agreement. This Agreement, together with the Plan and Grant Notice (if applicable) and any exhibits, constitutes the entire agreement regarding the subject matter hereof.

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

8.4 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts; electronic signatures are valid.

Signatures

COMPANY:

[________________________________]

By: __________________________________
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

RECIPIENT:

__________________________________
[________________________________]
Date: [__/__/____]
Address: [________________________________]
Tax ID / SSN: [________________________________] (retain in company records; do not distribute)

Exhibits

• Exhibit A: Vesting Schedule (if custom)
• Exhibit B: IRS Form 15620 – Section 83(b) Election Form and Filing Instructions
• Exhibit C: Proprietary Information and Inventions Assignment Agreement
• Exhibit D: Grant Notice

Practitioner Notes:
- IRS Form 15620 was introduced in November 2024 as the official form for 83(b) elections. E-filing became available in June 2025. Prior to November 2024, taxpayers used a self-prepared election letter following IRS Rev. Proc. 2012-29 safe harbor format.
- DGCL § 160 limits a Delaware corporation's ability to repurchase shares if doing so would impair capital (i.e., reduce net assets below stated capital). Structure repurchase provisions to account for this limitation.
- Double-trigger acceleration is the market standard for venture-backed companies; single-trigger acceleration is generally disfavored by institutional investors because it creates a windfall on a Change of Control regardless of job continuation.
- California note: California Labor Code § 201 may require prompt payment of wages upon termination; consult California counsel regarding treatment of unvested equity at termination for California-based employees.