Component 4
15% non-voting in Wise Counsel LLC
Vests over 5 years. Fully accelerates on platform/umbrella sale, John's passing, or termination without cause. Non-voting means John keeps every decision.
The 15% non-voting equity is what makes this a covenant instead of a vendor agreement. It says: we're not just here to ship a product. We're invested in the mission. We win when Wise Counsel wins, and we wait — patiently, over five years — to fully earn the stake. The non-voting structure is deliberate: you keep every operating decision. We're partners in outcome, not in governance.
How It Works
The 15% vests in equal monthly increments over 60 months. There's no 1-year cliff — we earn 1/60th every month starting in Month 1. If we walk away in Month 12, we keep 12/60ths (3%) and forfeit the rest. If we get pulled off the project by you without cause, full acceleration kicks in.
100% of unvested equity vests immediately on any of: (a) sale of the platform, (b) sale of the Wise Counsel umbrella, (c) John's passing, or (d) John's unilateral termination of the partnership without cause. If we walk away on our own, we forfeit unvested. The asymmetry is intentional: it makes it costly for us to abandon the mission, and protects us against being pushed off the work we built.
If the platform sells separately from the umbrella, our 15% attaches to the platform sale proceeds, and our umbrella stake redeems at $0. If the umbrella sells (including the platform), we get 15% of the umbrella. Whichever event happens first determines the path. This protects both sides from gamesmanship around which entity gets sold first.
Right of First Refusal on any sale of the platform. If a third party offers $X, we have 30 days to match the terms. This protects against the platform being sold to a buyer with values misaligned with the mission — we get a chance to step in if needed.
Your Protections
Questions You Might Have
15% is the number that says "this is a real partnership, not a token gesture" while still leaving you, your family, and any future strategic partners the supermajority position. It's high enough to make us commit. It's low enough that you remain unambiguously in charge of Wise Counsel.
Without cause means you decide to end the partnership for reasons not tied to our performance: a sale, a change of direction, family reasons. With cause means documented failure to deliver on the build commitments. The agreement will define both clearly with the attorney.
You're free to. The 15% is non-dilutive only in standard senses (no down-rounds, no double-dilution from new share classes designed to wash us out). Normal grants to new partners, employees, or investors dilute everyone proportionally including us. That's fair.
Yes. The $2,500 setup includes the legal scoping. The actual operating agreement amendment and equity grant document are drafted by counsel before signing.