Working framework. Reference for signing and operating agreement drafting.
LOCKED: founder allocation percentages, vesting structure, signing equity, board structure (3 voting + observer with 5-member path), mediation, investor approval threshold, time commitment scope, Major Decisions list, romantic dissolution clause, non-disparagement, IP assignment.
PENDING: exact metrics for any future discretionary equity grants to Sol (board to define if/when), specific marketing budget allocations (scales with revenue), specific cause definitions in final operating agreement language (attorney review later).
| Member | Units | % | Status |
|---|---|---|---|
| Jeff Parker | 72,000 | 72% | Lead Founder, CEO, CTO |
| Sol | 20,000 | 20% | Co-Founder, CBO (path to 25% via earn-in) |
| Team Pool | 8,000 | 8% | Future grants (Randy, Glo, Lauren, advisors, CTO) |
Future CEO grant (Jacque, Sol's sister Gabby, or other) pulls from team pool first; if pool insufficient, additional dilution comes from Jeff's stake specifically. Sol's stake is protected from CEO-grant dilution.
Under no circumstance does Sol walk with less than 5% of the company.
Sol's 20% base scales to a 25% ceiling via two mechanisms that share the same 5% earn-in space:
1% additional vested equity per qualified investor ($25K+ check) Sol introduces who closes. Each 1% tacks on at the time the investor commits and vests over 24 months from that closing date.
At the end of Year 5, if BOTH conditions are met, the board may grant Sol the difference between investor-bring-in equity already earned and 5%, bringing her total earn-in to the full 5% / total stake to 25%:
This rewards long-term commitment without pre-committing equity to fuzzy formulas. Worked example: if Sol brought 2 investors over Years 1-3, she earned 2% via Mechanism A. At Year 5 with the conditions met, board can grant the additional 3% to bring her to 25% total. Requires board majority vote.
50% of unvested equity accelerates. Applies to both founders.
Example for Sol at month 11: 5% signing vested + 0% from 15% vest (still in or just past cliff) + 50% of remaining 15% = 5% + 7.5% = 12.5% accelerated vested.
Dissolution of the romantic relationship between Jeff and Sol does NOT, by itself, constitute Cause and does NOT trigger any leaver provision. Equity, titles, roles, vesting, and board positions all continue regardless of relationship status. The relationship and the company are kept legally separate.
Both founders explicitly acknowledge that the structural protections in this agreement are designed to allow the company to function regardless of the personal relationship's state.
Day-to-day operational authority. Product direction. Technology stack. Investor relations. Fundraising. Financial strategy. Hiring/firing below C-suite. Routine vendor relationships. Public representation as founder.
Brand identity, visual identity, voice and tone. Content strategy across all channels. Social media presence. Community engagement. Sol's personal brand presentation as Co-Founder. Press appearances involving her. (See Domain Authority Section 08.)
Voting on Major Decisions (Section 07).
Within her domain (brand identity, content strategy, social media, community engagement, her personal brand presentation, press involving her), Sol has CEO-equivalent decision authority. Jeff can advise but not unilaterally override.
Jeff may call for board review of a Sol-domain decision only if he provides written documentation that ONE OR MORE of these conditions applies:
Before any board review, both founders must attempt mediation through a neutral third party (see Section 09). 30-day mediation window. If unresolved, then board vote.
Board (3 members) reviews documented case. 2-of-3 vote required to override Sol's decision. Sol retains her board vote during the review.
Either founder may request mediation on any matter requiring resolution. Mediation conducted by neutral third party mutually agreed by both founders within 14 days of request. If founders cannot agree on a mediator within 14 days, mediator selected from a list of professional business mediators provided by American Arbitration Association or equivalent professional body.
Cost: company pays up to $5,000 per dispute. Founders share equally any costs above that threshold.
Excluded mediator candidates: anyone partial to either founder is excluded. Mark Cleveland, Josh Williams, and other personal advisors of either founder cannot serve as mediator in disputes between them.
Affirmology operates as a Wyoming LLC with domain-scoped co-founders. Neither founder is required to make Affirmology their sole professional pursuit.
20 to 30 hours per week on Affirmology-related work within her domain. Measured by deliverables and presence at key events, not by hours-in-chair. Explicit allowance for other paid work, creative projects, and professional commitments not directly competing with Affirmology's domain.
30 to 60 hours per week on Affirmology-related work in his domain. Same explicit allowance for other professional pursuits including relationship coaching, retreats, men's work, podcast, and personal brand activities not competing with Affirmology.
Combined founder salary pool of $8K to $10K per month, split based on relative time commitment. Sol's floor: $3K/month while active in role. Salaries scale with revenue.
Quarterly bonus pool when company hits defined milestones (revenue targets, subscriber milestones, conference outcomes). Distributed to both founders proportional to equity OR weighted by salary. Board decides each cycle.
Full reimbursement for company-related travel, conference attendance, speaking opportunities. Annual budget set by board.
$300 to $500 per month per founder for courses, coaches, books, conferences. Treated as business expense.
When Gabby Ballard (Sol's sister) commits as investor, board expands to 5 voting members: Jeff, Sol, Colin, Gabby (4th voting), Josh promoted from observer to voting (5th voting).
At 3-member board: 2-of-3 majority. At 5-member board: 3-of-5 majority. Sol's seat is permanent under the conditions above.
Jeff (as CEO) may grant new equity to non-founder parties (advisors, contractors, employees, partners) under these limits without Sol's specific approval:
This prevents Jeff from dispersing significant equity to friends, contractors, or new hires without Sol's knowledge. Routine small advisor grants proceed efficiently; larger grants require both signatures.
Both founders agree not to disparage each other publicly or privately to third parties regarding either the company or their personal relationship. Applies during the relationship/co-founder period and continues for 5 years after either founder departs the company.
Enforcement: liquidated damages of $10,000 per violation, or actual damages if greater. Injunctive relief available.
For 12 to 18 months after departure from the company, neither founder may directly start or work in a substantially similar product (AI-personalized cosmic-derived affirmation audio for individual consumers). Does NOT prohibit related work (coaching, retreats, content, brand work, other audio products outside the cosmic-personalization category).
Geographic scope: worldwide for direct competition; Florida and Miami market specifically for events and physical community work.
For 24 months after departure, neither founder may directly solicit company employees, contractors, customers, or investors for any competing or substantially similar venture.
Both founders assign all existing and future Affirmology-related intellectual property to the company. Includes: Jeff's heart coherence meditation methodology (in the context of its incorporation into Affirmology products), Sol's brand work and content, both founders' code contributions, both founders' marketing creative, all derivative works.
Pre-existing personal IP not used in Affirmology remains the property of the respective founder.
Both founders agree to maintain confidentiality of: company financials, technology details, customer data, investor information, strategic plans, and personal information learned during the partnership. Standard 5-year survival on confidentiality obligations after departure.
Amendments to this agreement require written consent of both founders. Material amendments (changes to equity, vesting, leaver provisions, romantic dissolution clause, or Major Decisions list) require unanimous board approval. Routine amendments (administrative items, contact updates) require both founder signatures only.
Jeff Parker, Lead Founder, CEO & CTO of Affirmology LLC
Signature: _______________________________ Date: _______________
Sol, Co-Founder, CBO of Affirmology LLC
Signature: _______________________________ Date: _______________
This framework document captures the structural agreements reached between Jeff and Sol. It serves as the source-of-truth for operating agreement drafting by Florida startup counsel (when engaged, post-funding). Provisions herein are intended to flow into the formal operating agreement; any conflict between this framework and a later formally-executed operating agreement will be resolved in favor of the operating agreement.