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Performance-Based Phantom Stock Grant

Addendum to Independent Contractor Agreement

1. Grant of Phantom Stock Units​

Subject to the terms and conditions of the Company's Phantom Stock Plan (the "Plan"), the Company hereby grants to the Contractor ("Participant") a specific number of Phantom Stock Units (the "Units").

  • Maximum Potential Equity: 2.0% of the Company's Fully Diluted Capitalization.

  • Grant Date: _________________________

  • Base Value (Strike Price): $[0.00]

Note: These Units represent a contractual right to receive a cash payment equivalent to the value of actual shares of the Company upon a Liquidity Event. They do not convey voting rights or ownership of underlying assets.

2. Milestone Vesting Schedule​

Unlike standard time-based vesting, these Units shall vest strictly upon the achievement of the following Commercial Milestones ("Performance Vesting").

The Total Grant (representing 2% equity) is divided into Tranches. Vesting occurs only when a specific Tranche Milestone is effectively hit and verified by the Company.

The Vesting Table​

TrancheMilestone DescriptionWeight of GrantEquity Equivalent
I. Strategic Deal CloserClosing of a single net-new contract with a Total Contract Value (TCV) exceeding $25,000.10%0.20%
II. ConsistencyAchievement of 100% of assigned Sales Quota for six (6) consecutive months.15%0.30%
III. Lifetime ContributionReaching cumulative closed-won revenue (Lifetime Value) of $125,000.15%0.30%
IV. Scale BuilderGenerating $50,000 in Net New MRR (Monthly Recurring Revenue) within a single calendar month, sustained for a minimum of 3 months (churn < 5%).50%1.00%
V. Client Lifetime Value (LTV) TargetAchievement of $300,000 in cumulative, non-churned revenue generated by clients initially acquired by the IC, measured as of the two-year anniversary of the Grant Date.10%0.20%
TOTAL100%2.00%

3. Definitions & Measurement​

3.1 Net New MRR​

"Net New MRR" shall mean the monthly recurring revenue generated from new customers closed solely by the Participant. It excludes one-time setup fees, professional service fees, or taxes. To qualify for Vesting Tranche IV, the MRR must be collected and retained for a period of ninety (90) days (the "Clawback Period").

3.2 Lifetime Closed (Cumulative)​

"Lifetime Closed" is calculated as the aggregate First Year Contract Value (ACV) of all deals closed-won by Participant since the Effective Date. Renewals do not count toward this metric unless specifically authorized by the Company in writing.

3.3 Deal Size Vesting (Tranche I)​

Vesting for Tranche I is a one-time event triggered by the first instance of closing a deal exceeding the threshold. Subsequent deals over $25k do not trigger additional vesting of this specific Tranche.

4. Settlement and Liquidity​

The Vested Units are not immediately payable. The value of Vested Units shall be paid out only upon the occurrence of a Liquidity Event (defined as a Change of Control, Sale of Company, or IPO).

Upon a Liquidity Event, the Participant shall receive a cash payment equal to:

(Number of Vested Units) × (Fair Market Value per Share at Liquidity Event - Base Value)

5. Termination of Engagement​

  • Voluntary Termination or Termination for Cause: Any Unvested Units are immediately forfeited. The Company shall settle the Vested Units by delivering a cash payment equal to the Fair Market Value of such units on the Valuation Date.

  • Termination without Cause: Participant shall be credited with any Milestones achieved up to the date of termination.

SIGNATURES​

IN WITNESS WHEREOF, the Parties have executed this Independent Contractor Agreement as of the Effective Date.

BUILD then MARKET, LLC

By: _________________________ Name: [Authorized Signatory Name] Title: Owner / Manager Date: _________________________

TEAM MEMBER

Signature: _________________________ Printed Name: _________________________ Date: _________________________