How to structure an equity agreement for a member of a board of directors with a 60-day trial period and 48 months of vesting for a 0.5% equity stake in the company. Such an arrangement can be complex, and it's important to consult with legal and financial professionals to ensure it's structured properly. However, I can provide you with a general outline of what such an agreement might entail:
1. Introduction and Parties: Start the agreement by identifying the company (the “Company”) and the individual joining the board of directors (the “Director”).
2. Equity Grant: Specify that the Director will receive 0.5% of the equity ownership in the Company subject to the terms and conditions outlined in the agreement.
3. Trial Period: Describe the 60-day trial period during which the Director's performance and fit with the company will be evaluated. During this period, the Director will not have any equity rights.
4. Vesting Schedule: Outline the 48-month vesting schedule, during which the Director will earn equity rights. Typically, vesting occurs monthly, with a 1/48th of the total equity grant becoming vested each month.
5. Acceleration: Consider whether there should be any acceleration provisions, such as acceleration upon a change in control of the company or if the Director's services are terminated without cause.
6. Termination: Describe the circumstances under which the Director's position on the board can be terminated, both during and after the trial period.
7. Duties and Responsibilities: Clearly define the Director's roles and responsibilities as a member of the board, as well as any additional advisory or consulting roles.
8. Compensation and Expenses: Specify any compensation for the Director, including board fees or additional consulting fees. Also, address how expenses related to board meetings or duties will be handled.
9. Confidentiality and Non-Compete: Include provisions to protect the company's confidential information and prevent the Director from engaging in activities that may be competitive with the company.
10. Dispute Resolution: Outline how disputes between the parties will be resolved, such as through arbitration or mediation.
11. Governing Law: Specify the jurisdiction and governing law that will apply to the agreement.
12. Amendments: Describe the process for amending the agreement, if necessary.
13. Entire Agreement: Include a clause stating that the agreement represents the entire understanding between the parties and supersedes any prior agreements or understandings.
14. Signatures: Have both parties sign and date the agreement.
This is a very simplified overview, and the actual agreement may require more specific clauses and legal language. It's crucial to consult with an attorney who specializes in corporate law to draft an agreement that fully protects the interests of both the company and the Director. Additionally, you may need to consider tax implications and other factors that can be complex in equity arrangements.
The SEC typically does not have specific regulations regarding the compensation structure of individual directors, such as board members. Compensation for board members, including whether they receive shares or any other form of payment, is typically determined by the company's own policies, practices, and governance. The SEC's primary concern is with disclosure, transparency, and fairness in public companies.
Regarding your specific questions:
1. Shares for the Trial Period: It's not typical for a board member to receive shares during a trial period. Typically, equity grants, like the 0.5% equity stake you mentioned, have a vesting schedule that starts after the trial period, if the board member continues in their role. If the director is let go during the trial period, they usually do not receive any equity.
2. SEC and Unpaid Trial Period: The SEC generally doesn't regulate whether or not a board member is paid for a trial period. This is a matter of company policy and negotiation between the company and the board member. If a board member is not paid for a trial period and is let go before the trial period is completed, it is not typically an SEC issue. However, it is essential to handle such matters transparently and in compliance with all applicable labor and employment laws.
The key consideration when structuring a trial period for a board member is to clearly outline the terms in a written agreement. This agreement should specify that no equity or compensation is provided during the trial period and that equity vesting only begins if the board member successfully completes the trial period and continues in their role.
Additionally, it is important to comply with any applicable employment and labor laws when structuring a trial period, even if it is unpaid, as labor laws may vary by jurisdiction. Always consult with legal counsel to ensure that your compensation and employment arrangements are in compliance with the relevant laws and regulations.