> **This is a fill-in template, not legal advice.** Replace every `[bracketed field]`
> with your own value. `[[Defined Terms]]` (double brackets) are glossary markers, not blanks.
> Token-only (programmatic-fill) version: ./template.md

# Founder Resignation Letter

[The explicit effective date of the resignation. This date is load-bearing: it fixes the founder's termination date and starts the repurchase-option window under the founder's Restricted Stock Purchase Agreement.]

To the Board of Directors of [Full legal name of the Delaware corporation], a Delaware corporation (the "Company"):

*Note: The effective date stated in this letter is load-bearing. It fixes the founder's termination date, which starts the repurchase-option window under the founder's existing Restricted Stock Purchase Agreement (the "RSPA"); an informal or undated resignation can leave the actual termination date a triable question and forfeit the Company's repurchase right. Resigning the board seat voluntarily also avoids the Section 141(k) forced-removal problem — removal of a non-resigning director is a stockholder act, not a board act, so a contested departure would require a stockholder written consent. This letter confirms only the resignation; it does not waive any vested equity, accrued compensation, or indemnification right, and it does not create any new post-separation restrictive covenant. Consult counsel on the RSPA repurchase mechanics.*

## Key Terms

Company
: [Full legal name of the Delaware corporation]

Founder
: [Full name of the departing founder]

Effective Date
: [The explicit effective date of the resignation. This date is load-bearing: it fixes the founder's termination date and starts the repurchase-option window under the founder's Restricted Stock Purchase Agreement.]

Positions Resigned
: [Every officer and director position from which the founder is resigning (for example, "Chief Executive Officer, Secretary, and member of the Board of Directors")]

## Terms

### Resignation

I, [Full name of the departing founder] (the "Founder"), hereby resign from all positions I hold with the Company, including [Every officer and director position from which the founder is resigning (for example, "Chief Executive Officer, Secretary, and member of the Board of Directors")], effective as of [The explicit effective date of the resignation. This date is load-bearing: it fixes the founder's termination date and starts the repurchase-option window under the founder's Restricted Stock Purchase Agreement.] (the "Effective Date").

Consistent with Section 141(b) of the Delaware General Corporation Law, my resignation from the Board of Directors is effective on delivery of this letter unless a later Effective Date is specified above, in which case it is effective on that Effective Date. Consistent with Section 142(b) of the Delaware General Corporation Law, my resignation from each officer position is effective on this written notice as of the Effective Date. From and after the Effective Date, I will hold no officer or director position with the Company and will have no authority to act for or bind the Company.

### Irrevocable and Complete

This resignation is irrevocable and covers every officer and director position I hold with the Company, whether or not listed above. It is not conditioned on any action by the Company, and it takes effect on the Effective Date without the need for acceptance by the Board (though the Board may acknowledge it in its records).

### No Waiver of Vested Rights or Indemnification

Nothing in this letter waives, releases, or diminishes any right I have that survives my departure, including any vested equity, accrued and unpaid compensation or expense reimbursement, rights under any equity or benefit plan, or any right to indemnification, advancement of expenses, or coverage under the Company's directors-and-officers liability insurance for acts or omissions in my former capacities. This letter does not create, and shall not be read to create, any new non-competition, non-solicitation, or other post-separation restrictive covenant; any such covenant, if any, exists only under a separate written agreement.

## Signature

Sincerely,

Signature: _______________

Print Name: [Full name of the departing founder]

Date: [The explicit effective date of the resignation. This date is load-bearing: it fixes the founder's termination date and starts the repurchase-option window under the founder's Restricted Stock Purchase Agreement.]