Agreement between Advisor and Company whereby the advisor provides services to the Company in exchange for stock option in the Company. This is drafted in favour of the Advisor.
Advisor will consult and work with and advise the Company from time to time on matters relating to the Company’s actual or potential business, technology and products (the “Services”). As the only consideration due Advisor for Services, Advisor shall receive options to purchase [NUMBER] shares of Company common stock, as currently constituted; such options: shall be for Advisor’s own account and not for further distribution. In addition, if the Company is subject to a Change in Control (as defined below), all of the options shall immediately vest.
“Change in Control” means (a) the consummation of a merger or consolidation of the Company with or into another entity, (b) a sale or licensing to a third party of all or substantially all of the Company’s assets, or (c) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, (x) a merger or consolidation of the Company does not constitute a “Change in Control” if immediately after the merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of the continuing or surviving entity, will be owned by the persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to the merger or consolidation and (y) a sale of shares of a bona fide equity financing shall not be deemed to be a “Change in Control.”