Legal Documents for Entrepreneurs Penny Nova Copyright 2012 by Penny Nova Smashwords Edition This ebook is a compilation of legal documents from the Start-Up Forms Library provided by Orrick's Emerging Companies Group. Orrick is an international law firm with headquarters in San Francisco and over 1,100 lawyers worldwide in 21 offices. This collection of documents is meant to benefit US-based entrepreneurs who are looking for: • Corporation Formation Documents • Founders’ Stock Purchase Agreements • Director and Officer Related Documents • Employment and Consultant Documents • Technology Related Documents • Equity Compensation Documents To download these forms in Microsoft Word formats which you can edit and save, go to: http://www.paperwell.com/docs Please note that by using/viewing these documents, you agree to Orrick’s Terms of Use Agreement for the Start-Up Forms Library provided below. 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Table of Contents Corporate Formation Documents (Delaware Corporation) Incorporation Questionnaire Certificate of Incorporation Bylaws Action by Written Consent of Incorporator Initial Organizational Resolutions of the Board of Directors SS-4 and Filing Instructions to Obtain an EIN (Online at Orrick.com) Founders' Stock Purchase Documents Common Stock Purchase Agreement (with Vesting) Common Stock Certificate (Online at Orrick.com) Capitalization Table (Online at Orrick.com) Stock Ledger (Online at Orrick.com) 83(b) Election Form (Online at Orrick.com) 25102(f) Notice (Online at Orrick.com) Director- and Officer-Related Documents Indemnification Agreement Stockholder Approval of Indemnification Agreement Employment & Consultant Documents Employee Offer Letter Employment Agreement Consulting Agreement Technology Related Documents Confidential Information and Invention Assignment Agreement for Employees Confidential Information and Invention Assignment Agreement for Consultants Nondisclosure Agreement (Mutual) Equity Compensation Documents Stock Plan (Online at Orrick.com) Stock Plan Summary (Online at Orrick.com) Option Agreement Restricted Stock Purchase Agreement Board Approval of Stock Plan (Online at Orrick.com) Stockholder Approval of Stock Plan (Online at Orrick.com) Board Approval of Option Grant (Online at Orrick.com) 83(b) Election Form (Online at Orrick.com) 25102(o) Notice (Online at Orrick.com) Corporate Formation • Incorporation Questionnaire This form should be filled out completely. Ask your Orrick contact about any questions you may have, but try not to leave any blanks. There are a number of choices to be made as a threshold matter, such as choice of entity (corporation, LLC, partnership, etc.) and choice of jurisdiction (Delaware, California, etc.). These are questions you should discuss with an attorney. • Certificate of Incorporation This document sets forth the Company’s initial authorized capitalization, among other things. This Certificate of Incorporation is appropriate for a typical start-up company – at the time of an initial public offering a number of changes should be considered. • Bylaws The Bylaws provide the procedural mechanics required by Delaware law, including establishing the number of authorized directors. These Bylaws are appropriate for a typical start-up company – at the time of an initial public offering a number of changes should be considered. • Action by Written Consent of Incorporator This document appoints the initial Board of Directors and adopts the Bylaws of the Company. • Initial Organizational Resolutions of the Board of Directors This document completes the organization of the Company by appointing the Officers and authorizing the issuance of shares to the Stockholders, among other things. Back to Table of Contents Get A Lawyer To Review Your Changes. $40 Flat Fee. Go To: http://www.paperwell.com/verify INCORPORATION QUESTIONNAIRE (Delaware Corporation) Contact Information: Address: (street address necessary) Contact Person: Email address: Telephone number: Fax number: Name: Proposed name of corporation Alternate names: Has name been reserved? If yes, when will reservation expire? Name must also be available for use in the following states: Will the business be conducted under a fictitious name? If so, list the name Trademark: Should Orrick request a trademark search regarding the name? If yes, how should the search be performed? _____ On-line search (≈ $100.00 for legal fees and database access costs) _____ Thomson & Thomson search (≈ $390.00 per mark) Mark(s) or name(s) to search: If mark or name is clear, should Orrick carry out trademark prosecution? Purpose of corporation: Generally: any lawful act or activity _____ bank or trust company _____ professional corporation _____ nonprofit corporation _____ Brief description of proposed business activities (if it will be a nonprofit corporation, provide specific details): In which other states will the corporation do business or own property? Name and street address of initial agent for service of process: In Delaware: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 Other: In California, or other state in which Company will do business (preferably an individual): Corporation Service Company, which will do business in California as CSC- Lawyers Incorporating Service Other: Directors: Number: fixed at __________ OR flexible number of directors: minimum of__________ maximum of__________ initially fixed at ________ Initial directors (the first director listed will be designated the Chairman of the Board): Name/ Email Address / Fax Number/ Street Address (business or residence) _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ ___ Officers [1] : Name/ Title/ Email Address / Street Address (business or residence) _____________________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ ___ [FOOTNOTE 1: The same person can hold more than one office. Delaware law does not require any particular number or type of officers. If qualified in California, it’s a good idea to have a CEO a CFO and a Secretary at a minimum.] Capitalization: Number of each class of authorized shares: shares of common [2] : _______________ par value per share: ________________ _____ shares of __________ (attach description) $_____ par value _____ shares of __________ (attach description) $_____ par value [...]... to be received for future shares Exceptions (state if there are none): Additional Information: Fiscal year of corporation ends (generally suggest 12/31): Accountants (name, address and telephone): Bank (name and address): Information for Employer I.D Number (required for corporation to open bank account and for tax purposes): Name and social security number of officer who will sign the form: First date... election to be effective for the first income year, the federal and state election forms must be filed with the IRS on or before the 15th day of the third month of the corporation’s first income year (which starts when it has stockholders, acquires assets or begins doing business, whichever occurs first).] Information for California Employment Development Department registration form (required only if... of the board or committee Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that... than the alternative method for small thinly capitalized startup companies Refer to Section 503 of the Delaware General Corporation Law for a more detailed explanation on how to calculate the annual franchise tax The typical approach is to authorize a number of shares of common stock equal to the fully diluted pre-money valuation of the Company so that the Series A can be sold for $1.00 per share which... calculated as 10% or greater, the corporation will be required to make a filing (i.e., Form BE-13 or filing for exemption thereto) with the U.S Department of Commerce to report the acquisition.] If not, attach rider describing transfer restrictions, including any: Vesting provisions To assist in the completion of the 83(b) election forms, provide the social security number of each shareholder and shareholder’s... to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for purposes of this Section to the extent permitted by law Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any... change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action If the Board of Directors does not so fix a record date: (a) The record date for determining stockholders entitled to notice... record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent (including consent by electronic mail or other electronic transmission as permitted by law) is delivered to the corporation (c) The record date for determining stockholders for any... the meeting, if such adjournment is for thirty (30) days or less; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting 2.13 Proxies Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by an instrument... unlimited in duration All shares will be fully paid for Shares will not be subject to assessment Stockholders will not have preemptive rights No limitations will be placed upon the business engaged in and powers exercised by the corporation No supermajority will be required and no special quorum will be required for any action There are no special qualifications for being a stockholder The directors, and not . Legal Documents for Entrepreneurs Penny Nova Copyright 2012 by Penny Nova Smashwords Edition This ebook is a compilation of legal documents from the Start-Up Forms Library provided. collection of documents is meant to benefit US-based entrepreneurs who are looking for: • Corporation Formation Documents • Founders’ Stock Purchase Agreements • Director and Officer Related Documents •. Consultant Documents • Technology Related Documents • Equity Compensation Documents To download these forms in Microsoft Word formats which you can edit and save, go to: http://www.paperwell.com/docs Please