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This Founders’ Agreement (this “Agreement”) is entered into effective as of by and among the individuals identified in Section 1 (each a “Founder” and collectively the “Founders”) in connection with the business to be conducted through Galaxy Holdings, a TX LLC (the “Company”).
The Founders agree that the equity ownership of the Company shall initially be allocated as set forth below, subject to the vesting provisions of Section 3:
| Founder | Role | Equity |
|---|---|---|
Each Founder shall devote substantially all of his or her professional time and best efforts to the Company and shall perform the duties customary to the role set forth above. The Founders shall agree on titles, reporting relationships, and decision-making authority, and shall update those arrangements as the Company grows.
Notwithstanding the allocation in Section 1, each Founder’s equity shall vest over a period of years, subject to a cliff of months, measured from such Founder’s start date. No equity shall vest before the cliff date; on the cliff date, a pro-rata portion equal to the elapsed service shall vest; and the remainder shall vest in equal monthly installments thereafter. Unvested equity is subject to repurchase by the Company at the lower of cost or fair market value if a Founder’s service terminates, as described in Section 7.
Each Founder hereby irrevocably assigns to the Company all right, title, and interest in and to all inventions, works of authorship, software, designs, know-how, trademarks, domain names, and other intellectual property that the Founder has created or conceived, alone or with others, relating to the business of the Company, whether before or after the date of this Agreement. Each Founder shall execute any further documents reasonably necessary to perfect such assignment and shall not use any third party’s confidential or proprietary information in the Company’s business.
Each Founder shall hold in strict confidence, and shall not use or disclose except for the benefit of the Company, all non-public information concerning the Company, its business, finances, technology, and customers, both during and after the Founder’s involvement with the Company.
Ordinary business decisions shall be made by the agreement of Founders holding a majority of the then-vested equity. The following decisions require the unanimous consent of the Founders: issuing new equity or securities, incurring debt above , selling the Company or substantially all of its assets, admitting a new founder, amending this Agreement, or dissolving the Company. The Founders shall act in good faith and in the best interests of the Company.
If a Founder voluntarily resigns or is removed for cause before fully vesting, the Company (or the remaining Founders) shall have the right to repurchase that Founder’s unvested equity at the lower of the Founder’s original cost or the then fair market value, and to repurchase vested equity at fair market value, in each case as determined in good faith by the Company. A departing Founder shall resign from all positions and return all Company property and confidential information.
For a period of months following the end of a Founder’s involvement with the Company, the departing Founder shall not solicit the Company’s employees, contractors, customers, or suppliers to terminate or reduce their relationship with the Company, to the fullest extent permitted by applicable law.
The Founders shall first attempt to resolve any dispute through good-faith negotiation and, failing that, through mediation. Any unresolved dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of TX.
This Agreement is governed by the laws of the State of TX. It represents the entire understanding among the Founders with respect to its subject matter, supersedes all prior discussions, and may be amended only by a writing signed by all Founders. The Founders intend to enter into definitive equity and stock-restriction agreements with the Company consistent with this Agreement. This Agreement may be executed in counterparts, including by electronic signature.
IN WITNESS WHEREOF, the Founders have executed this Agreement as of .
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