DRAFT TEMPLATE, counsel-pending review
This document is a structural draft for investor data-room visibility.
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RŌVN, INC. 2026 EQUITY INCENTIVE PLAN

Entity: Rōvn, Inc. (Delaware C-Corporation) Jurisdiction: Delaware Plan Effective Date: [On adoption by Board + stockholders] Plan Term: Ten (10) years from Effective Date Version: Draft v0.1 · 2026-05-14

1. PURPOSE

The Rōvn, Inc. 2026 Equity Incentive Plan (the "Plan") attracts and retains employees, directors, consultants, and advisors of Rōvn, Inc. (the "Company") by offering equity-based incentives aligned with long-term stockholder value creation.

2. POOL SIZE

2.1 Initial Reserve. The aggregate number of shares of Common Stock available for issuance is ten percent (10%) of the fully-diluted post-money capitalization as of the first priced financing round, or such other amount as the Board and lead investor negotiate at closing.

2.2 Replenishment. Shares subject to awards that are forfeited, cancelled, or repurchased return to the Pool.

2.3 Annual Top-Up. Subject to Board approval and standard "evergreen" terms, the Pool may be replenished annually by such number of shares as the Board determines, consistent with industry norms and investor agreements.

3. AWARD TYPES

3.1 Incentive Stock Options (ISOs). Available to employees only. Compliant with IRC §422 (maximum $100K vesting value per year per employee).

3.2 Non-Qualified Stock Options (NSOs). Available to employees, advisors, contractors, and directors.

3.3 Restricted Stock Awards (RSAs). Direct grants of Common Stock, typically used for early-team members; 83(b) election highly recommended within 30 days of grant.

3.4 Restricted Stock Units (RSUs). Promise to deliver shares on vesting; typically reserved for later stage when liquidity events are foreseeable.

3.5 Stock Appreciation Rights (SARs). Right to receive appreciation in Common Stock value, settled in cash or stock as designated.

4. ELIGIBILITY

4.1 Employees. All employees of the Company and its subsidiaries are eligible for all award types.

4.2 Consultants and Advisors. Eligible for NSOs, RSAs, RSUs, and SARs, subject to compliance with Rule 701 and applicable securities laws.

4.3 Directors. Non-employee directors eligible for NSOs, RSAs, RSUs, and SARs.

4.4 No Eligibility. Persons performing services as part of capital-raising or general financial intermediation are not eligible.

5. VESTING

5.1 Standard Schedule. Four (4) years with a one (1) year cliff: - 25% on the first anniversary of the Vesting Commencement Date. - Remaining 75% vests in 36 equal monthly installments thereafter.

5.2 Vesting Commencement Date. The date of hire or service commencement, unless otherwise specified in the award.

5.3 Alternate Schedules. The Board may approve non-standard vesting (milestone-based, performance-based) by individual grant.

5.4 Continuing Service. Vesting continues only while the grantee provides continuous service. Leaves of absence ≤90 days do not interrupt service; longer leaves may, per Board policy.

6. EXERCISE PERIOD AND TERMINATION

6.1 Term. Each option has a maximum term of ten (10) years from grant date.

6.2 Post-Termination Exercise (Default). - (a) Voluntary resignation or termination without cause: 90 days from termination to exercise vested options. - (b) Death or disability: 12 months to exercise vested options. - (c) Termination for cause: All options (vested and unvested) immediately terminate.

6.3 Extended Post-Termination Exercise. The Board may grant up to 10-year post-termination exercise windows for individual awards. Note: extended windows for ISOs convert them to NSOs at the 90-day mark.

7. EXERCISE PRICE AND FAIR MARKET VALUE

7.1 Exercise Price. Not less than 100% of Fair Market Value (FMV) on the grant date for ISOs and NSOs (or 110% of FMV for ISOs to 10%+ stockholders).

7.2 FMV Determination. Determined by the Board in good faith per IRC §409A safe-harbor guidelines, typically supported by a 409A valuation refreshed at least annually or upon material event.

8. ACCELERATION

8.1 Default, Double-Trigger. For all standard grants, unvested awards accelerate 100% if both (a) a Change of Control occurs AND (b) the grantee is involuntarily terminated without cause or resigns for good reason within twelve (12) months thereafter.

8.2 Single-Trigger for Senior Officers. The Board may negotiate, on a per-grant basis, single-trigger acceleration (full vesting on Change of Control) for the CEO and select senior officers. This is the exception, not the rule, and is subject to lead investor consent post-priced round.

8.3 Change of Control. Means (a) merger or consolidation in which Company stockholders hold <50% of resulting entity, (b) sale of all or substantially all assets, or (c) sale of >50% of outstanding voting stock to a non-affiliate.

9. 83(b) ELECTION GUIDANCE

9.1 RSAs. Grantees receiving RSAs are strongly encouraged to file an IRS §83(b) election within 30 days of grant to recognize income at then-low FMV and start the capital gains holding period.

9.2 Failure to File. Failure to file an 83(b) within 30 days means tax recognition occurs at each vesting tranche at then-current FMV, which can be significantly higher than at grant.

9.3 Company Role. The Company will provide a template 83(b) election form but cannot file on the grantee's behalf or render personal tax advice. Each grantee should consult independent counsel.

10. REPURCHASE RIGHT

10.1 Unvested Shares. The Company has the right (not obligation) to repurchase unvested RSAs at the original purchase price upon the grantee's termination of service.

10.2 Exercise Window. 90 days from termination of service.

10.3 Vested Shares. Not subject to repurchase except as set forth in any applicable Stockholders Agreement or ROFR provisions.

11. TRANSFER RESTRICTIONS

11.1 Non-Transferability. Awards (and the underlying unvested shares) are not transferable except by will or intestate succession, or as expressly permitted in the award agreement.

11.2 Securities Law. All transfers are subject to compliance with the Securities Act of 1933 and applicable state securities laws.

11.3 ROFR. Shares acquired under the Plan are subject to any Company right of first refusal as set forth in the Stockholders Agreement.

12. ADMINISTRATION

12.1 Administrator. The Board administers the Plan. The Board may delegate to a Compensation Committee (mandatory once formed post-priced round).

12.2 Authority. The Administrator has full authority to (a) select grantees, (b) determine award terms, (c) interpret the Plan, (d) adopt rules, (e) amend awards subject to grantee consent for material adverse changes.

12.3 No Repricing Without Consent. Underwater options may not be repriced without stockholder approval.

13. AMENDMENT AND TERMINATION

13.1 Amendment. The Board may amend the Plan at any time. Stockholder approval required for amendments that (a) increase the Pool, (b) materially modify eligibility, (c) reprice options, or (d) as required by applicable law or exchange rules.

13.2 Plan Term. The Plan terminates on the tenth anniversary of the Effective Date unless earlier terminated by the Board. Outstanding awards continue per their terms.

14. MISCELLANEOUS

14.1 No Employment Rights. The Plan does not confer any right of continued employment or service.

14.2 Tax Withholding. The Company may withhold any required taxes from cash compensation or by share-netting.

14.3 Securities Law Compliance. All grants and issuances are conditioned on compliance with applicable securities laws (Rule 701, Reg D, blue sky as applicable).

14.4 Governing Law. The Plan and all awards are governed by Delaware law.

14.5 Section 409A. The Plan is intended to comply with or be exempt from IRC §409A. Ambiguities resolved in favor of compliance.

End of Draft v0.1 · 2026-05-14 Outside counsel review required prior to adoption. Board adoption and stockholder approval required.