General Counsel Online Advisor Agreement
This General Counsel Online Advisor Agreement (this “Agreement”) is entered into as of the date set forth on the signature page by and between General Counsel Online Incorporated (the “Company”) and the undersigned advisor (the “Advisor”).
The parties agree as follows:
Effective Date: March 25, 2023
Governing Law: Delaware
Advisor Equity Compensation:
Advisor Performance Level
Check only one box to designate the Advisor Compensation. Percentages shall be based on the number of outstanding shares of Common Stock of the Company, calculated on a fully-diluted basis of all outstanding and convertible or issuable securities as of the date the Board of Directors approves the foregoing equity compensation. The exact number of shares shall be provided in the definitive document which shall supersede this provision.
Total Number of Shares of Common Stock: 10,000,000
Type of Security: ____ Option to purchase Common Stock or ✔ Restricted Common Stock
Exercise or purchase price shall be equal to the fair market value of the Company’s Common Stock, which will be documented in the applicable Stock Option Agreement or Restricted Stock Purchase Agreement to be entered into by the Advisor and the Company.
All shares shall vest on a pro rata basis monthly over a 2‑year period with a 3-month cliff period. 100% of unvested shares shall vest on closing of sale of the Company
COMPANY: General Counsel Online Incorporated
Name: Robert J. Kost
Address: 116 Federal St. Pittsburgh, PA 15212
Services Based on Performance Level
The Advisor Compensation and Services are determined using the guidelines below.
Time: Commit 5 hours.
Meetings: Attend quarterly strategy meetings and scheduled Advisory Board meetings.
Responsiveness: Provide reasonable response to email requests by the Company.
Promotion: On top of the regular advice and insights, Advisor agrees to actively promote and make introductions on behalf of the Company through Advisor’s overall network of business contacts, including forwarding the Company’s business plan and other materialsas requested by the Company.
Idea Stage is 0.25%
Startup Stage is 0.20%
Growth Stage is 0.15%
Time: Commit 10 hours.
Meetings: Attend monthly strategy meetings, scheduled Advisory Board meetings and at least one meeting with a potential customer, investor, strategic partner, vendor or employee.
Responsiveness: Provide quick responses to email requests from the Company and from others associated with the Company.
Standard Performance plus:
Recruiting: Advisor agrees to assist Company in finding additional, potential founding team members and employees through the Advisor’s overall network of business contacts.
Idea Stage is 0.50%
Startup Stage is 0.40%
Growth Stage is 0.30%
Time: Commit 20 hours.
Meetings: Attend bi-monthly strategy meetings, scheduled Advisory Board meetings, internal project-related meetings and meetings with potential customers, investors, strategic partners, vendors or employees.
Responsiveness: Provide quick responses to email requests and phone calls from the Company and from others associated with the Company.
Strategic Performance plus:
Contacts: Advisor agrees to make introductions to and assist in the acquisition of marquee customers, strategic partners and key industry contacts and attend meetings with such potential customers, partners and key contacts.
Projects: Advisor agrees to assist the Company on at least one strategic project as requested by the Company during the term of this Agreement.
Idea Stage is 1.00%
Startup Stage is 0.80%
Growth Stage is 0.60%
** The percentages are general percentages based on the outstanding on the number of outstanding shares of Common Stock calculated on a fully-diluted basis of all outstanding and convertible or issuable securities as of the date the Board of Directors approves the foregoing equity compensation. The exact number of shares shall be provided in the definitive document which shall supersede this provision.
The Company Stage is determined using the guidelines below.
Team: The team consists of only part-time founder(s).
Customers: The company is in discussions with potential customers to determine demand in the market. The pricing/revenue structure has been developed, but needs market validation.
Revenue: The company has no revenue.
Investors: At least one group consisting of the founder(s), their friends or family has invested.
Product: The specifications for a minimum viable product including wireframes and system designsare complete.
Team: The team consists of full-time founder(s) and is in the process of hiring initial employees as needed.
Customers: The company has received letters of intent or customer commitments and the marketneed has been validated.
Revenue: The company may be collecting revenue.
Investors: Investment may have been raised via friends/family or professional investors (angel, venture capital, etc.).
Product: The launch of the minimum viable product is imminent.
Team: The team consists of full time founder(s) and is in the process of hiring employees as needed.
Customers: The company has achieved significant traction and user-based growth.
Revenue: The company is collecting revenue.
Investors: Prior investment may have been raised and the founders are prepared to pitch to professional investors if additional capital is needed. Product: The product has been launched and is periodically refined based on customer feedback.
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Signed by Robert Kost, Esquire Signed On: August 17, 2022
If you have questions about the contents of this document, you can email the document owner.
Document Name: General Counsel Online Advisor Agreement
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