# VESTING SCHEDULE AGREEMENT
Date: 31 October 2031
Parties: Kitebridge Software Limited and Rowan Ellis
## 1. Purpose and parties
Kitebridge Software Limited grants founder Rowan Ellis an option over 120 ordinary shares, representing 12% of the fully diluted share capital on 31 October 2031. The grant is approved by the board and remains subject to the articles, shareholder agreement and any required tax approval.
## 2. Facts, scope and terms
Twenty-five percent vests on 31 October 2032 after a continuous service year, then 1/48 of the original grant vests monthly on the last day of each following month until 31 October 2035. Vesting stops during an unapproved absence and never exceeds the grant after dilution.
## 3. Process and responsibilities
If Rowan is a good leaver because of death, incapacity, redundancy or agreed retirement, vested options remain exercisable for six months and the board may accelerate up to six additional months. A bad leaver forfeits unvested options, while vested options remain subject to the scheme rules and articles.
## 4. Evidence, records and safeguards
The company keeps a vesting ledger, board minutes, option notice and cap table. Rowan must sign exercise and transfer documents, keep personal and tax information current and obtain independent advice; the company will give a fair calculation of vested units and warn of PAYE or National Insurance consequences where known.
## 5. Review, escalation and outcome
Exercise price is £1.20 per share, payable in cleared funds or another lawful method approved by the board. Exercise requires written notice before the relevant expiry date; a change of control triggers the agreed acceleration or substitution mechanism, not an automatic cash promise.
## 6. Reservations and practical protections
Nothing guarantees employment, future value, tax treatment or an exit. The company will not withhold accrued vested rights arbitrarily, but may correct a manifest calculation error after notice and must apply the same leaver criteria consistently without discrimination.
## 7. England and Wales law and completion
This completed fictional agreement is dated 31 October 2031 and governed by England and Wales law. Rowan and an authorised director sign it, and it is read with the articles, option rules and shareholder agreement.