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1. Parties: Identification of the company granting equity and the recipient
2. Background: Context of the grant and reference to any relevant equity plans or board approvals
3. Definitions: Key terms used throughout the agreement including 'Shares', 'Grant Date', 'Vesting Schedule', etc.
4. Grant of Equity: Specific details of the equity being granted, including number of shares/options and type
5. Vesting Provisions: Schedule and conditions for vesting of the granted equity
6. Exercise Terms: For options, the process and conditions for exercising
7. Transfer Restrictions: Limitations on ability to transfer or sell the equity
8. Tax Provisions: Tax obligations and responsibilities of both parties
9. Termination Provisions: Impact of employment termination on the equity grant
1. Change of Control Provisions: Treatment of equity in case of company sale or merger - recommended for startups or companies likely to be acquired
2. Lock-up Provisions: Restrictions on sale during specific periods - recommended for pre-IPO companies or during specific corporate events
3. Drag-Along Rights: Obligation to join in sale of company - recommended for private companies with significant shareholders
4. Right of First Refusal: Company's right to purchase shares before third-party sale - recommended for private companies wanting to control share ownership
1. Schedule A - Vesting Schedule: Detailed breakdown of vesting dates and amounts
2. Schedule B - Notice of Exercise Form: Form to be completed when exercising options
3. Schedule C - Section 83(b) Election Form: Tax election form for immediate taxation of restricted stock
4. Schedule D - Stockholder Rights Agreement: Additional rights and obligations as a stockholder
5. Schedule E - Company's Equity Incentive Plan: Full text of the governing equity plan
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