I have been trying to start my own tech startup for a year and half. During this time i built significant IP and invested my time and effort. I have a database of users and mailing list. I have decided to pivot and pursue a different idea which based on my experience will be more feasible and scalable. About 80-90% of the IP is still relevant, so are the domain, database and other assets etc.
I have been talking to 2 people who agreed to join me but part time (20hrs/week). One is a technical person who I haven't worked with so I need a clause to evaluate him. He stated that he will join full time in a few months (or when we get funding). The other is a recent MBA graduate with technical/project management background and she will join part time as an intern marketing (and possibly project management).
Initially I considered having a 15% non diluted for what I have done but after reading about all the negative comments about non dilution clauses I decided against it especially since VC's might ask me to cancel it or request it for themselves.
The equity split I am considering is this. Vesting only begins and continues as long as the founders are working full time (40+ hrs/wk) on the venture. All shares in terms of the company's initial fully diluted capitalization.
Founder 1. (Me) CEO, 15% preferred shares, fully vested
+ 31% common shares vested over 4 yrs
Founder 2. CTO, 31% common shares vested over 4 yrs
Founder 3. (Mkting intern) 15.5% common shares vested over 4 yrs
Angel investment: 7.5% for $50K (based on a good local investor)
Further investment will be done by issuing additional shares with equitable dilution. No founder or investor will have a anti dilution protection.
Does this seem reasonable? Do you think I can achieve this with a shareholder agreement for now without incorporating?