Founders Restricted Rights Agreement创始人限制权利的协议.docVIP

FOUNDERS’ RESTRICTED RIGHTS AGREEMENT THIS AGREEMENT dated as of the ___ day of ____, 20__. AMONG: [enter name of Founder One] (“[Smith]”)of [Toronto], Ontario AND: [enter name of Founder Two] (“[Jones]”)of [Toronto], Ontario AND: COMPANY NAMEa corporation incorporated under the laws [of Canada or the Province of Ontario] (the “Corporation”) WHEREAS each of [Smith] and [Jones] (each, a “Founder”) is the holder of record of certain common shares (the “Common Shares”) in the capital of the Corporation; AND WHEREAS each of the Founders are key employees of the Corporation; AND WHEREAS the Founders have agreed that in respect of the matters dealt with herein, the voting of the Common Shares and any other securities of the Corporation held or subsequently acquired by any Founder (collectively, the “Securities”) shall be governed by this Agreement; NOW THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto covenant and agree as follows: ARTICLE 1INTERPRETATION “Board Nominee” means the member of the Board of Directors of the Corporation appointed by the Board of Directors to exercise the voting rights as set out in this Agreement. “Change of Control” means any transaction or series of transactions which result in the transfer of the direct or indirect ownership of more than 50% of the issued and outstanding voting shares, or any securities convertible into voting shares, of the Corporation, other than a change of control resulting from a financing upon such terms as the Founders, the other investors and the Corporation may agree. “Constructive Dismissal” shall be deemed to have occurred if there exists any material adverse change without the consent of the Executive in the title, status, position, job function and reporting responsibilities of the Executive from those set out in this Agreement. “Effective Date” means: (a) in the case of death of a Founder, the date of death; (b) in