This document is a directional framework at 40% confidence. Numbers, structures, and roles are indicative. Nothing here contradicts the existing system — it sits alongside it. Equity conversations happen after the unit is running. Not before.
MD-790 · DRAFT DOCTRINE · EQUITY ARCHITECTURE
The Equity Doctrine
Cliff · Vesting · Trust — How We Build Teams That Stay
⚠ 40% DraftSealed April 2026Library only (MD-273+ rule)Sovereign author: J. Naseem4-Year total structureVoice: Ctrl+B
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§ 01 · The Structure
Four Years. One Principle. Earn It.
The equity structure works on a four-year total timeline. The first year is the cliff — it doesn't count for ownership, only for trust. The next three years are the build. Equity vests across those three years after the cliff is passed.
Year 1 = The Test. No equity. Full contribution expected. If you make it through, you've earned the right to vest. If you don't, no harm — but no claim either.
Years 2–4 = The Build. Equity vests incrementally across these three years, subject to KPI performance. The base vests regardless. The KPI bonus only vests when results prove themselves.
0.5% is the floor — "you're in, now prove it." Every single role starts here.
KPI bonuses are additive — nothing is taken away. You either earn the extra or you don't.
Anchors (Red Number Two style) are the exception — they've already proved it. The cliff doesn't apply to them. Trust was established before the system was built.
⚠ Numbers are indicative. The structure is the structure. Specific percentages are negotiable. The principle is not.
Diagram 01 · Violet Theme
🧱 The Cliff Ladder — Who Waits and Why
0 mo
🧛 Anchor Partner (Red Number Two)
Early believers. Family. Those who trusted before the proof existed. No cliff. They already passed the test before the test was written. Equity is a recognition, not an incentive.
6 mo
Core Team Members
People you know. People you've worked with before. You trust them — but you're not a fool. Six months of steady, visible contribution → equity clock starts. Trust verified through action, not just history.
12 mo
New Operators / Late Arrivals
People from outside the circle. Unknown quantity. Talk is cheap. A year of consistent work is not. Twelve months of dedication before the equity conversation even begins. That's not harsh — that's sequenced.
—
Micro-Job Workers · Referrers · Digital Army Bounties
Cash only. Not equity. Equity is for builders, not task-doers. A referral fee is a referral fee. A bounty is a bounty. Mixing those with ownership creates confusion — and dilutes the cap table with the wrong people.
§ 02 · Equity Table
The Numbers — By Role
All figures are indicative at 40% draft confidence. KPI bonuses are awarded for demonstrable performance: driving tonnes, building teams, activating nodes, and consistent sovereign contribution. Not for showing up.
Role
Base Equity
KPI Bonus
Total Potential
Notes
🧛 Anchor (Red Number Two)
2.0%
+2.0%
4.0%
No cliff. Early believers only. Trust pre-established.
🔑 Strategic Partner
1.0%
+1.0%
2.0%
Custom cliff. External relationships. Value multipliers.
6 or 12-month cliff depending on relationship depth.
🔧 Micro-job / Bounty / Referrer
—
—
Cash only
Not equity. See bounty system and Digital Army pay structure.
⚠ The 2.5% KPI bonus for Core Operators is a serious number. It's for someone who drives real volume — not someone who attends meetings. That distinction matters.
Diagram 02 · Amber / Gold Theme
🏛️ Equity Pyramid — Potential by Role
Role
Base
KPI +
Total
🧛 Anchor (Red #2)
2.0%
+2.0%
4.0%
⚙️ Core Operator (Early)
0.5%
+2.5%
3.0%
🔑 Strategic Partner
1.0%
+1.0%
2.0%
👤 Team Member (Standard)
0.5%
+0.5%
1.0%
The floor is 0.5%. The ceiling is 4.0%. The gap between them is performance — not title.
§ 03 · The Trust Doctrine
Trust Is the Real Currency
Contracts don't build teams. Trust does. The equity structure is the formalisation of something that already exists — or should. If someone only stays because of a contract, they were never truly in. The cliff doesn't trap people. It filters them.
If they trust you, they'll wait. Six months is nothing for someone who believes in the vision.
If they don't trust you, the cliff wouldn't have helped anyway.
The structure exists to protect the system — and to protect them. You're not punishing anyone. You're sequencing.
Equity conversations happen after the unit is running. Not before. Not during setup. After.
You won't open too many entities at once. One entity at a time. Prove it. Then open the next. That's not slow — that's sustainable. The paperwork takes 3–6 months to sort. That's not a delay. That's a timeline.
Diagram 03 · Cyan / Teal Theme
⏱ The Sequencing — Trust Before Equity, Entity Before Shares
1
Get the Keys — Unit Running First
No equity conversations until the physical operation is live. The unit proves the concept. The concept enables the paperwork. Paperwork enables the entity. The entity holds the equity.
2
3–6 Months · Entity & Paperwork Window
Companies take time. Shareholders' agreements take time. That window is not dead time — it's trust-building time. The people who are still standing at the end of it are the ones who get the conversation.
3
One Entity at a Time — Sequence, Don't Scatter
Open one. Prove it. Run it. Then open the next. The system is designed to scale — but sequentially, not simultaneously. Equity in a thing that works is worth something. Equity in three things you can't manage is worth nothing.
4
Year 1 Cliff Passes → Equity Clock Starts
The cliff isn't punishment. It's proof of concept — for them and for you. Once it passes, the vesting begins, the KPI bonuses come into scope, and the numbers formalise. The trust that was informal becomes structural.
§ 04 · What This Is Not
Boundaries of This Document
This is not a shareholders' agreement. No legal force. No binding effect.
This is not the final cap table. Numbers will shift when entities are formally opened.
This is not a promise to any individual. It's a framework for how the sovereign system approaches team equity.
This does not contradict the existing system — the Covenant (7%), the 50/50 split, the dPRN floor, the bounty pay structure, and the Digital Army cash-not-equity model all remain intact.
Task-doers, referrers, and Digital Army operatives are compensated through the bounty and referral architecture, not equity. That separation is intentional and permanent.
⚠ This document is at 40% confidence. It is a rough framework to capture the shape of the thinking — not an operational document. Revisit when the first entity is formally open and the first team members are onboarded.
40% Ecosystem Input · AI-Synthesised
§ 05 · What the System Already Says
The following are AI-drawn connections between MD-790 and existing documents in the CircularOS ecosystem. These are not operator doctrine — they are context, pulled from what already exists to show how this equity framework sits inside the wider system. Treat as orientation, not instruction.
The Covenant (7%) is the first obligation in every revenue flow — before profit splits, before KPI bonuses, before equity distributions. Any equity structure built on top of this must respect that sequence. Equity holders are downstream of the Covenant, not upstream of it.
The Digital Army / Digital Armour doctrine is already sealed: task-doers operate on cash incentives (bounties, micro-fees), not ownership. MD-249 formally separates the Digital Army layer from the Red Team layer. MD-790 inherits this separation — Digital Army members are not equity candidates under any circumstances described in this framework.
MD-269 defines the bounty payment architecture: flat fees, completion-triggered rewards, and verifiable outputs. This is the compensation model for everyone in the "Custom/No Equity" cliff tier of MD-790. The two architectures are complementary — MD-269 handles the task economy; MD-790 handles the ownership economy. They do not overlap.
MD-351 defines three referral layers: Bounty (MD-269), Link/Volume (/referral-portal), and Deal Layer. All three pay cash — none pay equity. A referrer who brings in a tonne, a client, or a node does not become an equity holder. MD-790 confirms this: referrers are in the "Cash only" tier. The referral doctrine and the equity doctrine are parallel, not intersecting.
MD-345 defines the Red Team (Red Number Two and above) — the Anchor tier in MD-790's cliff table. These are the "kingdoms within the kingdom" — trusted partners whose relationship with the sovereign predates formal structures. The zero-cliff treatment in MD-790 for Anchors reflects what MD-345 already established: these relationships are covenant-level, not contract-level.
Defines Anchor
MD-363
Three Engines — Role Determines Engine, Not Just Equity
MD-363 defines Engine 1 (50/50 Node), Engine 2 (Carrot), and Engine 3 (PRN Concierge). A person's function in the system determines which engine they plug into — and that engine relationship is distinct from their equity stake. A Core Operator might run Engine 2 (Carrot) and hold equity. A Digital Army member might generate Engine 1 volume but hold no equity. The engines define the work; MD-790 defines the ownership.
Context
MD-314
The First Digital Army Member — Cash Model in Action
MD-314 documents the first official Digital Army member — a real-world example of the cash-not-equity model operating. This is what the "Custom/No Equity" tier of MD-790 looks like in practice: a named, registered operative with a verified role, compensated through the bounty architecture. This is not a lesser relationship — it is a different relationship.
MD-268 defines the four-tier commercial model. The tiers describe market engagement levels — Tier 1 through Tier 4. The equity roles in MD-790 (Anchor / Strategic / Core / Standard) do not map 1:1 to these tiers, but there is structural alignment: higher commercial tiers tend to correspond to deeper equity eligibility. MD-268 defines what people do commercially; MD-790 defines what they own as a result.
Supports
⚠ All connections above are AI-synthesised at 40% confidence — drawn from reading existing documents in the ecosystem. They are offered as orientation and cross-reference. Where any of these connections conflict with a sealed sovereign document, the sealed document takes precedence. This section should be reviewed by the Sovereign before the equity doctrine moves from 40% to 60%.
🧛 ⚖️ 🏛️
"Earn it over time. Prove it with performance. Or watch from the outside." Equity is not a gift. It is a record of commitment — formalised. MD-790 · Draft Doctrine · April 2026 · CircularOS / EGZ4 Holdings · J. Naseem