Understanding Our Agreement
The decisions, the why, and what we still get to choose · For Sol, from Jeff · July 2026
Sol, this goes with the operating agreement. The agreement is the legal version. This is me explaining, in plain language, what we decided, why we decided it, what we deliberately left open, and the handful of things I want us to actually talk through so we both feel good. Read it, take it to your Claude, and push on anything.
One thing to hold the whole time: almost every choice in here is built to protect YOU, and to protect us as a team even if life changes. That was the point.
You get 10% the day you sign, no strings. This is not a reward for future work. It is recognition of the past, the years, the blessing, the fact that this is partly yours already. We chose this over the more common "everything vests over time" specifically so you are never at zero and never have to earn your way back to what is already yours.
You go to 25% over three years, on time alone. We chose pure time over any performance test. Earlier drafts tied part of it to hitting numbers. I killed that, because I did not want your ownership to feel like a job review. You keep vesting simply by staying in the role.
We handle motivation with cash, not by shrinking your equity. There is a separate cash bonus if the audience grows, and the company pays to grow your platform. We did it this way so that the upside is real for you without ever putting your ownership at risk. Equity is for building this with me. Cash is for the work. They stay separate on purpose.
The company is manager-managed, with me as manager. Why: in the other kind of LLC, either of us could accidentally sign something that legally binds the company. This puts that authority in one place. It is not about control over you, it is about the company not being exposed. Your protection comes from the Major Decisions list, which I cannot act on alone.
Your social accounts are yours to run, but owned by the company. You decide what goes on the accounts you run. The company owns them and the logins live in a shared vault. Why: if those accounts are our main way to reach people, the company cannot be locked out because one phone is unavailable. It is an operations decision, not a trust decision.
A romantic split changes nothing about the company. We wrote this while we are good, on purpose, so that if we ever are not, none of this is up for grabs. Your equity, role, title, board seat, and pay all continue. We also both promise to speak well of each other. I wanted that in writing now, not negotiated later.
It is not locking every future detail. It sets the ownership and the guardrails. It does not try to script every decision for the next ten years, because that would be fake precision.
It is not making you an employee. You are a co-founder and an owner. The hours number in there is an expectation of the role, not a stopwatch anyone audits.
It is not protecting either of us from dilution. When investors come in, both our percentages shrink a little, together. We chose shared dilution over shielding one of us, because shielding one person means the other absorbs everything and loses control fast. Instead you get pro-rata rights (you can always buy to keep your percentage) and a veto on letting investors in at all.
It is not giving away a big employee equity pool. We did not carve out a block of the company for future hires. When we need to give equity to a CEO or an engineer, it comes from my share, not a reserved pool and not from you.
Add bonuses for you. If you become the engine of this, we can add more upside, in cash or equity, by mutual agreement. The door is open, we just did not pre-promise numbers we cannot yet size.
Bring in a CEO. Jacque, or someone like her, later, once we can afford it. Her equity comes from my share.
Formalize Colin and any advisors. Colin at a small advisory stake, others as they earn it.
Revisit the details. Vesting start date, the exact bonus milestones, budgets. These are meant to be filled in and adjusted as we learn, by the two of us.
The tax choice on your unvested shares. There is a real decision here with a 30-day deadline from the day you sign, and it can save or cost you money. We should get an accountant on the phone about whether to file an "83(b) election" or structure your shares a certain way. This is the one thing I do not want us to sign without understanding.
When your vesting clock starts. The day we sign, or backdated to June 26 when the company was born. Backdating helps you. Your call.
The audience bonus numbers. I put in milestones and dollar amounts. I want them to feel exciting and reachable to you, not handed down. Tell me if they are right.
Are you comfortable with how dilution works? I want you to actually understand it and feel okay, not just sign. The short version: your slice gets a little smaller, the whole thing gets much bigger, and that is how we both get wealthy. If that does not sit right, let us talk it all the way through.
Sacred Synergy. My separate events business with Colin. It pays the company for anyone it sends us, and any deal between them needs YOUR approval because Colin and I are both on one side of it. I want your genuine yes on this, not a shrug.
Investors will come in, and both our percentages will move down together.
A CEO and technical hires will get equity, from my share.
Pricing, budgets, and the team will evolve as we learn.
We may bring the company under professional operators someday, EOS-style, so we can both step back toward the parts we love.
The point of writing it down now. So none of it is a shock, and so the rules were set while we both had each other's best interest at heart.
We do not have to have every detail perfect to move. To sign this week and open the account tomorrow, we really only need to be aligned on these:
Your equity: 10% now, to 25% over three years, on time. Yes?
Manager-managed, me as manager, with the Major Decisions you and I both control. Yes?
Shared dilution with pro-rata rights for you. Yes?
The romantic-split protections, exactly as written. Yes?
You are okay signing now and refining the open details (bonus numbers, vesting start date, budgets) together over the next few weeks. Yes?
Everything else can be filled in after. The agreement lets us amend by mutual agreement. We are not locking the future. We are getting a clean, fair foundation in place so the company can take its first investment and open its doors.
This is a plain-English companion. The signed operating agreement is the document that legally controls. Nothing here is legal or tax advice, and neither of us should sign until we both feel good and have had the tax question answered.