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It's important to see if you are before or after the cliff.

If before then depending on your employment agreement and other docs there could be a scenario where you are fired/let go and get 0% shares.

Your last round valuation was $1,000,000 post so that price would be $141,000 or so for your 14% stake, can include some triggers on when that occurs that doesn't impede the business (ie $xm raised, $y profits).

If not then your ownership of the company is basically 10% on good leaver terms and that is the floor you should accept.

To illustrate assuming 100 total shares

Now: 40.8: him 39.2: you 10: option 10: seed investor

Goes to new cap table of: 40.8 him (57.6% ownership) 10 you (14% ownership) 10 option (14%) 10 seed investor (14%)

You're not going to get bought out now although you could say that your stake is purchaseable in the future at the last round valuation, which is very reasonable and keeps the cap table clear, probably $140,000 per the above with some sort of trigger for that (eg $xm raised, $y profits)




he is a cofounder not an employee


That may not matter here, depending on how the company is structured. If his partner has the right to sever him from the company, for ex. by dint of his share advantage, and he hasn't cliffed, he'll get 0.




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