Founder Restricted Stock Purchase Agreement

# Founder Restricted Stock Purchase Agreement This Founder Restricted Stock Purchase Agreement (this "Agreement") is entered into as of ___________ between ___________ (the "Company"), a ___________ corporation, and ___________ ("Founder"). ## 1. Purchase and Sale of Founder Shares The Company hereby sells to Founder, and Founder hereby purchases, ___________ shares of the Company's Common Stock (the "Founder Shares") at a purchase price of ___________ per share, for total consideration of ___________ (the "Purchase Price"), payable by: ___________ Founder acknowledges that the Purchase Price represents the fair market value of the Founder Shares on the purchase date, as determined by the Board of Directors. This Agreement is intended to comply with applicable securities exemptions, including Rule 701 under the Securities Act of 1933, as amended, or an appropriate exemption under Section 4(a)(2) thereof. ## 2. Unvested Shares and Repurchase Right ### 2.1 Initially Unvested All Founder Shares are initially "Unvested Shares" subject to the Company's Repurchase Right set forth in Section 2.2. ### 2.2 Repurchase Right The Company shall have an irrevocable option (the "Repurchase Right") to repurchase any or all Unvested Shares upon the termination of Founder's Continuous Service for any reason (voluntary or involuntary, with or without cause, including death or Disability) at the lower of (i) the original Purchase Price per share or (ii) the fair market value per share on the date of termination. The Company must exercise the Repurchase Right by written notice to Founder or Founder's estate within ninety (90) days of termination of Continuous Service. ### 2.3 Lapse of Repurchase Right The Repurchase Right shall lapse as to Vested Shares in accordance with Section 3 and shall expire in its entirety upon the consummation of a Liquidation Event (as defined in Section 7.3), subject to any acceleration provision in Section 3.2. ## 3. Vesting Schedule Subject to Founder's continued service with the Company ("Continuous Service") and the terms of this Agreement: - **Cliff:** ___________% of the Founder Shares shall vest on the date that is ___________ months after ___________ (the "Vesting Commencement Date"), provided Founder has maintained Continuous Service through that date. - **Monthly Vesting:** The remaining ___________% of the Founder Shares shall vest in equal monthly installments over the ___________ months following the cliff vesting date, provided Founder maintains Continuous Service through each such monthly vesting date. Total vesting period: ___________ months. The standard founder vesting schedule is a 4-year vest with a 1-year cliff (25% at month 12, then 1/48th per month for 36 months). Parties may agree to a different schedule, which should be reflected above. If Founder has provided substantial services to the Company prior to the Vesting Commencement Date, a portion of the Founder Shares equal to ___________ percent (___________%) shall vest immediately upon execution of this Agreement to reflect such prior service. ### 3.2 Acceleration