Founders Agreement Template: Split, Vesting, and Leavers

A founders agreement records who owns what, how stock vests, who decides, and what happens if a cofounder leaves. Cooley GO and Clerky paper those calls as a restricted-stock package with reverse vesting, a PIIA, and an 83(b) election. 45.9% of two-founder teams on Carta split equally in 2024.

This page is a US decision worksheet for a startup that will incorporate, usually a Delaware C-corp. It is not legal advice and not tax advice. If you are staying an LLC, use the operating agreement instead.

Get the founders agreement worksheet in Google Sheets and fill the eight blocks before counsel drafts the stock documents.

Key Takeaways

• The worksheet covers eight decisions: entity, equity split, reverse vesting, roles, IP assignment, leaver repurchase, the 83(b) clock, and the counsel handoff.
• Built for US cofounders forming a Delaware C-corp. LLC internals belong on the operating agreement.
• Plan 45 to 90 minutes to fill it. Counsel still drafts the Restricted Stock Purchase Agreement.
• A short 40/40/20 founders' agreement drafted before incorporation can lock percentages and still leave you with no vesting, no IP assignment, and no issued stock.

Why You Need a Founders Agreement Template

Google's top result for this query is a 2014 SEC exhibit, or an unsigned Word file. Counsel does not paper a VC-bound Delaware C-corp that way.

Cooley GO (last reviewed 23 Jan 2022) says most high-growth companies set up for venture funding skip a standalone stockholder agreement. Delaware defaults, bylaws, and per-founder vesting agreements with the company cover the same ground. Clerky says startups on the standard process rarely need a separate shareholder agreement.

You still need a written record of the calls those documents will encode. A pre-incorporation agreement can capture roles and an intended split before the entity exists. Buchanan Ingersoll notes there is no legal requirement to have one.

On r/SaaS, the recurring complaint is a handshake split with no cliff, then a leaver who still owns a large block.

Fill the worksheet. Then have counsel turn it into an RSPA, a PIIA, and a Form of 83(b).

How Cofounders Split Equity

No AmLaw page gives you a formula. Orrick (Nick Feldman and Cody Peterson, 6 Apr 2026) says 50/50 is usually not the right answer: the split is never exactly equal, and equal voting plus a two-director board can deadlock. Vesting matters more than the first-day percentage.

Carta shows equal splits rising. Founder Ownership Report 2025, more than 45,000 Carta companies (2015-2024):

Y Combinator tells teams to split equally because the work is ahead, and to use four-year vesting with a one-year cliff as the safety mechanism. That is motivation advice.

It is not Carta's median, and it does not cancel Orrick's deadlock warning. Hold all three.

Clerky (18 Oct 2024) uses 10,000,000 authorized as the standard pattern: about 8 million to founders, about 1 million for a stock plan, about 1 million unissued. Two equal directors with equal shares "can simply kill the company." The cheapest fix is one extra share to the CEO, or one founder on the board.

Cooley starts with roles, then percentages, and works backward from a pro forma cap table. Slicing Pie recasts the split from actual contributions.

Slicing Pie is useful when one founder wrote checks and the other wrote code. US VC formation still standardizes on a fixed split plus reverse vesting.

FAST (Founder Institute, v3 Jul 2026) is an advisor grant with a three-month cliff, not a cofounder grant. If you are issuing advisory shares, use that document. Do not reuse it for a cofounder.

Reverse Vesting for Founder Stock

Founders use reverse vesting. You hold restricted common stock on day one. The company repurchases what is still unvested if you leave.

The market default is four years, a one-year cliff, then monthly. Stripe Atlas sets that schedule as the default term for issuing founder stock, with 25% at year one and the remaining 75% in 36 monthly installments.

Atlas default acceleration is double-trigger. Single-trigger is "not standard in Silicon Valley."

Clerky math on 4,000,000 shares purchased at $0.00001 ($40 total):

• Leave before the cliff: the company pays $40 for all 4 million shares. You keep zero.
• Leave on the cliff date: you keep 1,000,000. The company pays $30 for the rest.
• Leave six months later: you keep 1,500,000. The company pays $25 for 2.5 million.

Clerky repurchases at the original purchase price. Cooley describes the lower of cost or then fair market value.

Record which rule your RSPA uses. Do not invent a third.

A 2014 Flex Pharma exhibit (25 Feb 2014) ranks for this query as a scientific-founder side letter: 25% vested on issuance, remainder quarterly over four years, single-trigger on acquisition. That is not the formation default. Do not copy it.

Full 4/1 math is on the vesting schedule page.

Roles, Time, and Decision Rights

Write roles as bullets. "CEO" and "CTO" are not a scope. List who owns product, who owns fundraising, who can sign a contract, and which calls need the board.

Formal governance lives in the bylaws and board consents, not in a side PDF. Andreessen Horowitz (Scott Kupor, 19 Oct 2015) warned against a departed cofounder staying on the board and "ruling from the grave." Condition the seat on continued service.

Time commitment belongs next to the split. A part-time cofounder with 50% and no cliff is the deal you will re-trade under investor pressure.

On founder forums, four-year vesting is the consensus minimum. IP assignment and a deadlock breaker still have to be written down beside it.

Two cofounder-CEOs plus a 50/50 board is the deadlock Clerky described. Pick one chief executive, or pick a tie-break (extra share, independent director, or a named casting vote) while you still like each other.

What Happens When a Founder Leaves

US NVCA-style deals almost never import UK good/bad leaver language. Wilson Sonsini (27 Nov 2024) is blunt: leaver provisions are highly uncommon in NVCA-style documents.

The US default:

1. Unvested shares: the company repurchases at cost. Clerky's worked example: 1.5 million shares for $15. Leave before any vest, and the company pays $15 for the lot.
2. Vested shares: the leaver keeps them, including voting on those shares. They lose contractual board and drag rights.
3. Collect the CIIAA termination certification.
4. Take written resignations from board and officer seats. Shrink the board if remaining directors would otherwise miss quorum.

Leave at month 10 with a one-year cliff and you keep 0%. That is the point of the cliff.

Good leaver vs bad leaver

UK BVCA deals run the same 4/1 clock, then layer good, bad, and intermediate leaver. A bad leaver can forfeit vested shares at nominal value, and retained shares can lose voting.

That stack comes from UK employment contracts. US founders are at-will.

If you are actually incorporating in the UK, hire UK counsel. Do not paste bad-leaver forfeiture into a Delaware RSPA because a template mill used the phrase.

The Founders Agreement Template

This is a decision record. It is not an operative contract, not a YC form (YC documents are SAFEs and related financing docs), and not a substitute for the RSPA counsel will draft.

Section 1: Parties and Entity

If the answer is LLC, stop this worksheet and open the operating agreement.

Section 2: Equity Split and Deadlock

Section 3: Reverse Vesting

Section 4: Roles, Time, and Votes

Section 5: IP Assignment

Pre-company code is not automatically the company's. Stripe Atlas papers that IP on a CSPA schedule and ongoing work on a CIIAA. Sign both before the repo is the company.

Section 6: Leaver Mechanics

Section 7: 83(b) Clock (Informational)

This row is a calendar reminder. It is not tax-prep. Cooley states the 30-day clock cannot be cured.

Section 8: Counsel Handoff

Want to skip the copy-paste? Grab the Google Sheets version and start filling it in.

Example: Founders Agreement in Action

Maya Chen and Jordan Park are forming Northline, a B2B analytics company, as a Delaware C-corp. Six weeks in, no stock has been issued.

They reject 50/50 after reading Orrick's deadlock line. Maya is the CEO and the only initial director.

She takes 4,080,000 shares (51% of the 8 million founder block). Jordan takes 3,920,000 (49%).

One million shares sit in the option pool. One million stay unissued.

Both buy at $0.00001. Jordan's check is $39.20.

Reverse vesting is 0% up front, four years, one-year cliff, monthly, double-trigger, repurchase at cost. If Jordan leaves at month 10, Northline writes a $39.20 check and he keeps nothing. If he leaves the day after the cliff, he keeps 980,000 shares.

Jordan assigns the ETL repo on a CSPA schedule the day stock is issued. Both sign the same PIIA.

Maya puts 15 May 2026 on a shared calendar for Form 15620. They take the filled worksheet to Atlas rather than downloading a "founders agreement" PDF.

How to Use This Template

1. Copy the worksheet: Open the Google Sheets version (File > Make a copy) or duplicate the tables above.
2. Pick the entity first: Delaware C-corp if you will raise. LLC if you will not. Do not fill both documents.
3. Write the deadlock before the percentages: 51/49, one extra share, or a one-founder board. Then assign the numbers.
4. Set 4/1 reverse vesting for everyone, including the person who brought the idea. Put the 83(b) date on a calendar the day the board approves the grant.
5. List IP that already exists, then sign the assignment before that code is "the company."
6. Hand the filled sheet to counsel or a formation product. Ask for an RSPA, a PIIA, and a Form of 83(b). Do not sign a side letter that cannot be amended at the priced round.

NVCA model documents (voting, IRA, ROFR-co-sale) replace founder side letters at the financing. They are not this worksheet.

Recommended Tools

Clerky announced it is joining Stripe (26 Aug 2026). The post does not disclose terms. Do not assume Atlas and Clerky are already the same product.

Using Atlas does not create an attorney-client relationship with Cooley.