RSU + Compensation + Equity Agreement
C4 MOBILE GAMING, INC.RSU + COMPENSATION + EQUITY AGREEMENT(Business Operations Manager → Chief Operations Officer Track)1. PARTIESThis Equity and Compensation Agreement (“Agreement”) is made effective as of , by and between C4 Mobile Gaming, Inc., a Delaware Corporation (the “Company”), and Alexander Welsh (“Recipient”), for the position of Business Operations Manager, with a defined track to Chief Operations Officer (COO).2. EQUITY GRANT (RESTRICTED STOCK UNITS - RSUs)The Company hereby grants to the Recipient 3% ownership equity in the form of Restricted Stock Units (RSUs).Vesting Schedule:- 1-Year Cliff: No shares vest until Recipient has completed 12 months of continuous service.- After the 1-year cliff, RSUs vest monthly over the next 36 months (4-year total vesting period).- Vesting shall accelerate immediately in the event of an IPO, acquisition, or change of control.Equity Cap & Dilution Protection:- Recipient's total equity may not exceed 7% of fully diluted company equity.- The initial 3% RSU grant is protected from dilution until the Company reaches a $25 million valuation.- Additional equity may be awarded up to 7% cap based on performance, promotion, and board approval.Exit Clause:- In the event of an acquisition or IPO with a valuation of $1 billion or more, the Recipient shall receive: - Full acceleration of any unvested RSUs, and - A payout equal to 3% of the final company valuation, paid in stock or cash subject to applicable taxes and vesting.3. COMPENSATION SCHEDULE| Annual Revenue | Base Salary | Title ||----------------|-------------|-------|| $1M | $90,000 | Business Operations Manager || $2.5M | $150,000 | Senior Ops Manager || $5M | $250,000 | VP of Operations || $10M | $400,000 | Chief Operations Officer || $25M | $700,000 | COO + Board Seat || $50M+ | $1,000,000 | COO + Equity Bonus Pool |Raises are triggered after 2 consecutive quarters at the target revenue tier.4. PERFORMANCE KPIs (REVIEWED QUARTERLY)- 15% quarter-over-quarter system-wide revenue growth- 90%+ operational staff retention- 95% franchisee satisfaction via NPS- Full implementation of booking, operations, and CRM SOPs within 12 months- <1-hour lead response time via automation and CRM stackFailure to meet 80% of KPIs for two consecutive quarters may pause vesting and salary increases.5. NON-DISCLOSURE AGREEMENT (NDA)Recipient agrees to maintain strict confidentiality of all proprietary information, including but not limited to business models, systems, strategies, financials, and franchisee data.- NDA shall remain in effect during and for 5 years after termination.- All materials must be returned or deleted upon request or separation.6. NON-COMPETE & NON-SOLICITATIONRecipient agrees that for 2 years following termination, they shall not:- Own, operate, or assist a mobile gaming or similar business within a 150-mile radius of any C4 Mobile Gaming territory- Solicit Company employees, franchisees, or customers7. INTELLECTUAL PROPERTY (IP) ASSIGNMENTAll intellectual property developed by Recipient in the course of work is the sole and exclusive property of the Company.- Recipient agrees to assign all rights to such IP to the Company.- All work product is considered "work made for hire."8. CONFLICT OF INTERESTRecipient shall disclose any potential conflicts of interest and shall not engage in any activity that may compromise their duty of loyalty to the Company.9. CLAWBACK CLAUSEThe Company reserves the right to rescind or reclaim RSUs or compensation in the event of:- Fraud or financial misconduct- Breach of agreement- Gross negligence or willful misconduct10. AMENDMENT RIGHTSThe Company may pause vesting or amend non-compensation terms pending board review in the event of serious underperformance or material breach.11. DISPUTE RESOLUTION (ARBITRATION)Any disputes shall be resolved through binding arbitration in under the American Arbitration Association (AAA). Each party bears its own legal costs.
12. INTERNATIONAL MOBILITY CLAUSEThe employee acknowledges that their current work arrangement is remote, operating from Canada. In anticipation of potential future business needs, C4 Mobile Gaming may, at its sole discretion, determine whether in-person collaboration in the United States is required. Should such a need arise, the company may elect to assist and sponsor the employee in obtaining a U.S. work visa (such as a TN or H-1B visa), subject to applicable immigration laws, company policy, and the company’s determination of business and economic feasibility.
13. TERMINATION- Voluntary resignation or termination for cause results in forfeiture of all unvested RSUs.- The Company reserves the right to buy back vested RSUs at Fair Market Value (FMV) within 60 days of separation.14. GOVERNING LAWThis Agreement is governed by the laws of the State of Delaware.15. ENTIRE AGREEMENTThis document contains the full and complete agreement between the parties and supersedes any prior agreements.
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Signed by RALPH WALKER Signed On: August 1, 2025
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Document Name: RSU + Compensation + Equity Agreement
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