1. Legal Workshop for Entrepreneurs Presented to the Stanford GSB Entrepreneur Club

2. Leaving Your Current Employer Obtain copy of your employment agreement Do not take anything (i.e., documentation, copies of software, etc.) Do not use Company resources Do not sign anything at your exit interview Be careful not to “solicit” your friends

3. Formation Issues When to form a Company Select type of entity Location for formation Handouts: List of websites for start-ups (i.e., Obtaining an EIN, marketing and business plans, FAQs) List of websites for Salary/Compensation Guidelines

4. Founder Stock Purchase Agreements Allocation of Stock among founders Payment for Stock Vesting Make sure no Founder holds IP individually Don’t forget the 83(b) Election! Handouts: Form of Founders Stock Purchase Agreement How to file an 83(b) Election

5. Allocation of Stock to Employees Beware of Idle promises Percentage of Stock/Budget Option vs. Restricted Stock Price Vesting Voting Rights There are no Secrets Handout: Sample Stock Budget

6. Offer Letters and Employment Issues Why can’t everyone work for free? Offer Letters (exempt vs. non-exempt) –“at–will” employment Proprietary Inventions Agreements Consulting Agreements Handouts: –Employment Checklist –Discharge Checklist

7. Officers, Directors and Advisory Board Required Officers Number of Directors Role of Directors Firing Directors Advisory Board Role Stock Allocations

8. So You Want To Hire An Attorney How to find an attorney Meeting with an attorney – questions to ask Your Attorney – A necessary evil or a valued member of your team (i.e. How to leverage your law firm) Handout: Worksheet for initial meeting with an attorney

9. Three Things to Remember Start with the proper infrastructure Agree on stock ownership and terms up front Make your Board, Advisors and Attorneys part of the team and leverage them

10. Allison Leopold Tilley Tel: 650-233-4518 Email: allison@pillsburywinthrop.com Ms. Leopold Tilley focuses on the representation of technology companies in securities and venture capital transactions, including mergers and acquisitions, private placements, public offerings, venture funds and joint ventures. She has significant experience representing acquirers and target companies. Ms. Leopold Tilley is co-head of the Firm’s Corporate Securities and Technology Section and co-head of the Southeast Asia Specialty Team. Ms. Leopold Tilley has represented a wide variety of companies ranging from start-ups and emerging growth companies to Fortune 500 companies, private equity firms, venture capital firms and other clients.

11. Office Locations Pillsbury Winthrop - 2004 New York San Francisco Sacramento Silicon Valley Los Angeles Century City Orange County San Diego Carmel Valley Houston Northern Virginia Washington, D.C. Stamford, CT Sydney Tokyo London

12. Doc #60388813