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This has really been eating away at me for weeks. It feels wrong how things are right now. So something needs to be fixed.

One of the purposes of Coursicle is that the employees get back what they put in, and right now Kiran and I are working full-time, very hard, and you are barely working on it at all, and yet you own 50%. 

This is no doubt what is best for Coursicle, which is what you always tell me to think about. Equity is precious, and it's not right for someone who has effectively left the company. 

I want Coursicle to get much bigger than it is, but in order for that to happen, we need to hire great people who are dedicated. The only way we can do that without paying full $100k salaries, is by issuing equity. 

Your heart just isn’t in it. I thought you were maybe going to come back, but it’s clear that’s not happening. We need the equity to hire a replacement. 

One personal motivation: my parents are really stressing about money recently because they just don't have enough for retirement, and the only clear way out is an influx of like hundreds of thousands of dollars. I want to be able to do that for them.

Another thing I am concerned about: 
	1.	if we start getting into serious pricing discussions with a big company about buying us, it's going to be weird if you are barely working on Coursicle and yet you own more than anyone else. They'll ask to see our cap table.
	2.	if a company actually does buy us, as part of the purchase agreement they will essentially force us to work for the new company for like 4 years. 

In your current role, you're an advisor with a small salary and a ton of equity. Here's how I would justify your equity to someone: 
	•	You got about 15% from working full-time in the early stages (this is the amount that vested).
	•	You got an extra 5% from working during dire times when I needed emotional support and I was the only employee and we needed an an advisor to help us through this, as well as doing legal work to secure our big contracts.
	•	You are being given an extra 5% as well as a small salary (scaled to how much you work) for working indefinitely as an advisor to Coursicle and performing legal work, occasional coding etc.

Technically, in July of 2017 your stock stopped vesting because you changed jobs. So you only actually have about 16%. The rest is owned by the company (it just has to right a letter saying so). 

Remember, if you have 25% equity, and I have 45% equity, then on a sale you'd get 2.5 million, I'd get 4.5 million, and then all the unissued shares would get divided between us based on our ownership. So you'd actually get more like 3.3 million.

Proposition 1: 
	•	I can take the role of CEO, because that's something you don't like having.
	•	You keep about 25% of the equity, fully vested.
	•	The other 25% goes to the stock option pool. 
	⁃	If you'd prefer, this equity could go to me.
	•	Kiran gets 1% equity from the stock option pool (because she's getting nearly a full salary), vesting over 3 years.
	•	Ben gets 5% equity from the stock option pool (because he's taking a major salary cut), vesting over 3 years.

Proposition 2: 
	•	We punt this decision to later.
	•	But you give up 5% of your equity right now to the stock option pool which we issue to Ben.

Proposition 3:
	•	We punt this decision to later.
	•	Of the 5% we offer Ben, you give up 3/4 of it and I give up 1/4 of it.