Legal Documents for Entrepreneurs Penny Nova doc

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
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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.
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/>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

Number of shares to be initially issued:
Proposed initial stockholders and consideration:
Name and Address/ Number of Shares/ Class of Stock/ Amount and Form of Consideration
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
___
Describe Any Special Vesting Provisions:
Will any of the funding be provided indirectly or directly by non-U.S. investors?
__________
If yes, what percentage voting interest in the corporation will the non-U.S.
investor(s) acquire? _______________
[3]
Type of consideration:
1. _____ Cash or cancellation of indebtedness
2. _____ Promissory Note (note that at least the par value of the shares cannot be
paid by the note)
3. _____ Assets (includes personal property and leases of real property)
(Describe: )
4. _____ Services actually rendered to the corporation (i.e., not future services)
Will the shares be freely transferable (subject to requirements of federal and state law)? _____
[FOOTNOTE 2: Note that because Delaware corporate tax and annual franchise tax are based on
the number of shares and the par value of the shares, it is advantageous for a corporation to have
a relatively small number of shares and to assign a low par value to the shares (e.g., $0.0001).
There are two methods for calculating annual franchise taxes: the Authorized Shares Method
and the Assumed Par Value Capital Method. The method which results in the lesser tax may be
used by the Company, but note that Delaware will initially send a report of taxes owed based on
the Authorized Shares Method which is usually much higher 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 has optical significance to VCs. This must be counterbalanced by the need to grant
options in relatively large share amounts which has optical significance to employees. For
example, if the pre-money valuation is likely to be less than $10 million, the Company will
probably want to authorize a number of common shares equal to 2X (or some other round
multiple) of the pre-money valuation, even though this will mean the Series A shares will be sold
for less than $1.00 per share.]
[FOOTNOTE 3: If the percentage ownership of the non-U.S. investors is 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 spouse:
Buy-sell arrangements.
Co-sale agreements.
Right of first refusal provisions.
Will the corporation initially have (if any, attach rider describing principal terms):
voting agreement or voting trust agreement
irrevocable proxy
stock option plan
other executive compensation plans
employment contracts
Are there subscription or other preincorporation agreements?
(If so, attach a rider describing the proposed principal terms)
Will there be an initial debt financing?
If yes, describe terms:
Except as indicated below,
All directors and officers will be given irrevocable mandatory indemnification to the fullest
extent permitted by law under the Charter.

All shares will have equal voting rights.
Corporate existence will be 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 the stockholders, will determine consideration 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 corporation will pay wages:
Peak number of employees expected in next twelve months in each of the following categories:
nonagricultural
agricultural
household
To whom will the corporation sell most of its products or services?
_____ business (wholesale)
_____ public (retail)
_____ other (specify)
Has principal officer of corporation filed for an Employer Identification Number before?
__________

If yes:
Name of previous corporation/applicant:
When (month/day/year) and in which city was previous EIN obtained?
Previous EIN:
S corporation election?
[4]

If yes, provide social security number of each shareholder and shareholder’s
spouse, if not previously provided in item 8.f(1) above:
[FOOTNOTE 4: Note that if a corporation elects to be treated as an S corporation, and if it wants
the 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 new corporation will have employees):
Social Security numbers:
CEO
V.P.
Secty.
Treas.
Driver’s license number:
Pres.
V.P.
Secty.
Treas.
Will payroll exceed $100.00 in any calendar quarter?
If so, when?
First month that worker contributions for disability insurance will exceed $100.00 or personal
income tax withheld exceeds $250.00.

Nature of business - check one:
_____ retail trade
_____ wholesale trade
_____ service
_____ repairing
_____ manufacturing
_____ contracting
_____ other
Describe kind of product or type of service:
Name, title, residence address, business phone, residence phone, and driver’s license number of
person who will be signing the registration form:
Should Orrick order a corporate seal? Should Orrick order a minute book?
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/>CERTIFICATE OF INCORPORATION
OF
[COMPANY NAME]
ARTICLE I
The name of the corporation is [Company Name] (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is
____________________, in the City of ____________________, County of
____________________, Zip Code __________. The name of its registered agent at such
address is [Registered Agent Name].
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.
ARTICLE IV

The aggregate number of shares which the Corporation shall have authority to issue is
____________________ (__________) shares of capital stock all of which shall be designated
“Common Stock” and have a par value of $[0.00001] per share.
ARTICLE V
In furtherance of and not in limitation of the powers conferred by the laws of the State of
Delaware, the Board of Directors of the Corporation is expressly authorized to make, amend or
repeal Bylaws of the Corporation.
ARTICLE VI
The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors. Elections of directors need not be by written ballot unless otherwise
provided in the Bylaws of the Corporation.
ARTICLE VII
(A) To the fullest extent permitted by the General Corporation Law of Delaware, as the same
exists or as may hereafter be amended, a director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director.
(B) The Corporation shall indemnify to the fullest extent permitted by law any person made or
threatened to be made a party to an action or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that he, his testator or intestate was a director or officer of
the Corporation or any predecessor of the Corporation, or serves or served at any other
enterprise as a director or officer at the request of the Corporation or any predecessor to the
Corporation.
(C) Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of
the Corporation’s Certificate of Incorporation inconsistent with this Article VII, shall eliminate
or reduce the effect of this Article VII in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.
ARTICLE VIII
The name and mailing address of the incorporator are as follows:
[Incorporator Name]

c/o Orrick, Herrington & Sutcliffe LLP
[Address Line 1]
[City], [State] [Zip Code]
Executed on ____________________.
/s/ [Incorporator Name]___________
[Incorporator Name], Incorporator
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/>BYLAWS
ARTICLE I CORPORATE OFFICES
1.1 Registered Office
1.2 Other Offices
ARTICLE II MEETINGS OF STOCKHOLDERS
2.1 Place Of Meetings
2.2 Annual Meeting
2.3 Special Meeting
2.4 Notice Of Stockholders’ Meetings
2.5 Manner Of Giving Notice; Affidavit Of Notice
2.6 Quorum
2.7 Adjourned Meeting; Notice
2.8 Organization; Conduct of Business
2.9 Voting
2.10 Waiver Of Notice
2.11 Stockholder Action By Written Consent Without A Meeting
2.12 Record Date For Stockholder Notice; Voting; Giving Consents
2.13 Proxies
ARTICLE III DIRECTORS

3.1 Powers
3.2 Number Of Directors
3.3 Election, Qualification And Term Of Office Of Directors
3.4 Resignation And Vacancies
3.5 Place Of Meetings; Meetings By Telephone
3.6 Regular Meetings
3.7 Special Meetings; Notice
3.8 Quorum
3.9 Waiver Of Notice
3.10 Board Action By Written Consent Without A Meeting
3.11 Fees And Compensation Of Directors
3.12 Approval Of Loans To Officers
3.13 Removal Of Directors
3.14 Chairman Of The Board Of Directors
ARTICLE IV COMMITTEES
4.1 Committees Of Directors
4.2 Committee Minutes
4.3 Meetings And Action Of Committees
ARTICLE V OFFICERS
5.1 Officers
5.2 Appointment Of Officers
5.3 Subordinate Officers
5.4 Removal And Resignation Of Officers
5.5 Vacancies In Offices
5.6 Chief Executive Officer
5.7 President
5.8 Vice Presidents
5.9 Secretary
5.10 Chief Financial Officer
5.11 Representation Of Shares Of Other Corporations

5.12 Authority And Duties Of Officers
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND
OTHER AGENTS
6.1 Indemnification Of Directors And Officers
6.2 Indemnification Of Others
6.3 Payment Of Expenses In Advance
6.4 Indemnity Not Exclusive
6.5 Insurance
6.6 Conflicts
ARTICLE VII RECORDS AND REPORTS
7.1 Maintenance And Inspection Of Records
7.2 Inspection By Directors
ARTICLE VIII GENERAL MATTERS
8.1 Checks
8.2 Execution Of Corporate Contracts And Instruments
8.3 Stock Certificates; Partly Paid Shares
8.4 Special Designation On Certificates
8.5 Lost Certificates
8.6 Construction; Definitions
8.7 Dividends
8.8 Fiscal Year
8.9 Seal
8.10 Transfer Of Stock
8.11 Stock Transfer Agreements
8.12 Registered Stockholders
8.13 Facsimile Signature
ARTICLE IX AMENDMENTS
BYLAWS
OF
[COMPANY NAME]

ARTICLE I
CORPORATE OFFICES
1.1 Registered Office.
The registered office of the corporation shall be in the City of ____________________, County
of ____________________, State of Delaware. The name of the registered agent of the
corporation at such location is [Registered Agent Name].
1.2 Other Offices.
The Board of Directors may at any time establish other offices at any place or places where the
corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 Place Of Meetings.
Meetings of stockholders shall be held at any place, within or outside the State of Delaware,
designated by the Board of Directors. In the absence of any such designation, stockholders’
meetings shall be held at the registered office of the corporation.
2.2 Annual Meeting.
The annual meeting of stockholders shall be held on such date, time and place, either within or
without the State of Delaware, as may be designated by resolution of the Board of Directors each
year. At the meeting, directors shall be elected and any other proper business may be transacted.
2.3 Special Meeting.
A special meeting of the stockholders may be called at any time by the Board of Directors, the
chairman of the board, the president or by one or more stockholders holding shares in the
aggregate entitled to cast not less than ten percent of the votes at that meeting.
If a special meeting is called by any person or persons other than the Board of Directors, the
president or the chairman of the board, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other facsimile transmission to the
chairman of the board, the president, any vice president, or the secretary of the corporation. No
business may be transacted at such special meeting otherwise than specified in such notice. The
officer receiving the request shall cause notice to be promptly given to the stockholders entitled

to vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article II, that a meeting
will be held at the time requested by the person or persons calling the meeting, not less than
thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after the receipt of the request, the person or persons requesting
the meeting may give the notice. Nothing contained in this paragraph of this Section 2.3 shall be
construed as limiting, fixing, or affecting the time when a meeting of stockholders called by
action of the Board of Directors may be held.
2.4 Notice Of Stockholders’ Meetings.
All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given
in accordance with Section 2.5 of these Bylaws not less than ten (10) nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote at such meeting. The
notice shall specify the place (if any), date and hour of the meeting, and in the case of a special
meeting, the purpose or purposes for which the meeting is called.
2.5 Manner Of Giving Notice; Affidavit Of Notice.
Written notice of any meeting of stockholders, if mailed, is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation. Without limiting the manner by which notice otherwise may be given
effectively to stockholders, any notice to stockholders may be given by electronic mail or other
electronic transmission, in the manner provided in Section 232 of the Delaware General
Corporation Law. An affidavit of the secretary or an assistant secretary or of the transfer agent
of the corporation that the notice has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.
2.6 Quorum.
The holders of a majority of the shares of stock issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (a) the chairman of the meeting or (b) holders of a
majority of the shares of stock entitled to vote who are present, in person or by proxy, shall have
power to adjourn the meeting to another place (if any), date or time.

2.7 Adjourned Meeting; Notice.
When a meeting is adjourned to another place (if any), date or time, unless these Bylaws
otherwise require, notice need not be given of the adjourned meeting if the time and place (if
any), thereof and the means of remote communications, if any, by which stockholders and proxy