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Question

I've been working with a co-founder for quite a while, and neither of us are actual employees of the company, we're just shareholders. We are finalizing a vesting agreement, but there are a couple of things we're not clear on.

1. If we've already signed a shareholders' agreement that didn't include vesting language, do we need to backdate the vesting agreement to before shares were actually allocated? We haven't distributed the physical shares yet, if that matters.
2. Vesting agreements generally keep someone employed. How does it apply if we aren't employees? E.g. if i suddenly stopped putting in any work, I still own 50%, it's not like I was fired or anything. What recourse would there be for me to give up my share of equity that I'm not earning anymore?

Answer

Mandy Woodland answered

Great question! I've worked with a lot of founders who struggle with (a) shareholding structure and vesting, and (b) using shares as work incentives. I'd need some more info to give you a good answer - most importantly, what are you aiming to achieve with the vesting agreement? Happy to chat further!