Zeplow is being built as a parent company running multiple operating arms with future ventures planned. Equity is handled as ownership with rules — not a casual benefit.
This policy exists to: reward real builders long-term, prevent equity abuse, protect founder control, and keep the cap table clean for future hiring & fundraising.
This is an internal policy draft. Legal counsel will convert it into formal contracts later, but these business rules are the source of truth.
- Applies to Zeplow (Parent Company) only
- No equity is granted from Zeplow Narrative or Zeplow Logic directly
- Any future spin-off venture can define its own equity plan separately
20% total dilution reserved, including advisor + employee equity.
One advisor only — receives 5% equity in the parent company. Fixed and counted inside the 20% cap.
Equity is provided as stocks/shares, not stock options. Vesting applies the same way — equity is earned over time through the vesting schedule.
All equity decisions — except the guaranteed 3 hires — are controlled by founders. This includes who, how much, timing, pacing, and enforcement of buyback clauses.
Equity is not a default benefit at Zeplow. Exactly 3 hires selected by founders will receive equity guaranteed — each receiving a maximum of 2% over 4 years (total 6% reserved).
After these 3, all other equity grants are fully controlled by founders.
Designation affects priority, not entitlement. Equity can be offered at any level if founders decide the role is ownership-critical.
Equity priority is decided using a combination of factors, preventing a weak structure where "joining early" is the only factor.
- Designation / role criticality
- Experience level (e.g. 5-year experienced hire can outrank a trainee)
- Time in the company
Default vesting curve for a 2% grant:
Founders may adjust pacing for specific hires if needed, but the cap remains 2%.
KPIs will be defined later per role and designation. Key rules:
- KPIs can influence whether equity is granted (founder decision)
- KPIs can influence future grants (within the pool)
- KPI failure can pause future equity consideration
- Already vested equity is not removed unless misconduct applies
Equity-holding employees must provide 6 months written notice before leaving. Equity means commitment — holders are expected to treat Zeplow as long-term ownership responsibility.
Emergency exception: Leaving without notice is allowed only for genuine emergencies (health/family/legal relocation). Not for normal job switching.
If an equity-holding employee resigns and refuses the required notice without an accepted emergency:
Zeplow may buy back the employee's vested equity at ⅓ (one-third) of the fair value price. Designed to enforce responsible exits and discourage equity abuse.
Good Leaver — leaves due to emergency exit, terminated without Cause, or mutual separation approved by founders. Good leavers keep vested equity subject to transfer restrictions.
Bad Leaver — resigns refusing notice, terminated for Cause, breaches key obligations (confidentiality, IP, conflict, fraud, misconduct), or intentionally sabotages delivery.
Bad leaver treatment: Zeplow may force buyback of vested equity. Unvested equity is automatically forfeited.
Misconduct triggers include:
- Theft, fraud, financial misconduct
- Data breach, IP theft, code theft, client data misuse
- Confidentiality breach (sharing internal strategy, client info)
- Conflict of interest (competitors, parallel business)
- Deliberate sabotage, intentional underperformance
- Serious harassment or behavior creating legal risk
- Any act putting Zeplow's clients, reputation, or operations at risk
Confirmed misconduct: Unvested equity forfeited automatically. Vested equity subject to forced buyback at the lower of paid-in price OR ⅓ of fair value.
Fair value hierarchy (whichever is most relevant):
- Most recent external funding round valuation
- Founder-approved internal valuation memo (documented & signed)
- Independent third-party valuation (only if founders decide necessary)
Founders can define "valuation windows" (quarterly or yearly) to keep accounting clean and prevent constant disputes.
Equity is only granted if the person signs and honors these protections. They are conditions of eligibility.
Confidentiality (ongoing) — All Zeplow non-public information: client data, pricing, playbooks, strategy, codebases, partner agreements.
IP Assignment (ongoing) — All work created for Zeplow belongs to Zeplow, including code, designs, documents, architecture, frameworks.
Non-solicitation (24 months) — Cannot recruit Zeplow employees/contractors. Cannot solicit Zeplow clients, leads, or warm prospects.
Non-circumvention (24 months) — Cannot bypass Zeplow to work with or monetize Zeplow clients, partners, or referral sources.
Breach of these sections can be treated as Bad Leaver or Cause — triggering forfeiture and forced buyback.
All decisions are made by founders (and any formally appointed board/committee if later created). Founder decisions must be recorded in writing — email or signed memo is acceptable.
- Submit written resignation notice stating proposed final day
- Zeplow confirms: Standard Notice Exit or Emergency Exit (accepted/rejected)
- Handover plan documented (accounts, code, client context, access revocation)
- Refusing notice without accepted emergency → triggers Bad Leaver consequences
- Written allegation summary created internally (what, when, evidence)
- Access can be temporarily restricted if necessary (security first)
- Person is informed and given chance to respond (written response)
- Founders review evidence and response
- Decision issued in writing: No Cause, Warning + Cure Plan, or Cause Confirmed
This process protects Zeplow and makes decisions legally defensible.
For performance or operational issues (not fraud/theft/security), Zeplow may issue a written warning plus a cure period (14–30 days) with clear requirements.
- If cured → no Cause determined
- If not cured → founders may determine Cause
- Security breaches, fraud, or theft generally skip cure period
Unvested Equity — Upon leaving for any reason, all unvested equity is forfeited and returns to the company pool automatically.
Good Leaver — Keeps vested equity, subject to shareholder transfer restrictions.
Bad Leaver (notice refused) — Buyback at ⅓ of Fair Value.
Bad Leaver (Cause confirmed) — Buyback at the lower of paid-in price OR ⅓ of Fair Value.
Execution: Zeplow issues a Buyback Notice stating number of shares, buyback price, payment date, and reason category. Payment made via transfer. Shares cancelled or returned per company share ledger process.
Equity — Shares issued (or issuable) in Zeplow parent company, subject to vesting and company protection rights.
Vesting Start Date — Date confirmed in writing by Zeplow as the official start for vesting calculations.
Cliff — Initial 6-month period during which 0% vests. Leave before cliff = 0 equity.
Notice Period — 6 months written notice required for equity-holders.
Emergency Exit — Serious medical issue, immediate family crisis, legal relocation, or another event founders formally accept. Not "I got a better offer."
Cause — Fraud, theft, confidentiality breach, IP theft, conflict of interest, serious harassment, deliberate sabotage, or repeated willful failure after written warnings.
Restricted Covenants — Confidentiality, IP assignment, non-solicitation, non-disparagement, return of company property.
Because shares (not options) are being issued, standard tax mechanics may apply depending on jurisdiction — especially restricted stock concepts. The final legal version should be reviewed locally (Bangladesh entity vs foreign entity, employee residence, etc.). The policy stays the same, but paperwork and tax steps differ by country.