Are these founders trying to screw me?

I would find out who is really pulling the strings. Could the founder's lawyers or maybe the investor be asking that all parties involved sign an NDA? Are the founders merely advising themselves? You may want to think about having a meeting with everyone(founders, lawyers, investors) and find out where the contingencies are. The people in control may not even know your situation.

I'm reminded of the scene in Cryptonomicon where Doug Shaftoe lectures the guys about bullshit landing on their heads. Translated into your current situation:

"My goodness, this guy is attempting to screw you!"

You seem to think that getting a stock agreement means that you have "won". I don't think so. It just means that the guy has to start looking for a different way to screw you.

You are dealing with a bad person. If you try to interact with him on good faith, you are likely to lose one way or another. All the time you're writing code, he'll be thinking about ways to screw you over. Maybe that will be a clever loophole in the contract, or maybe it will be easiest to frame you for embezzlement and send you to prison.

My opinion, your first priority should be getting out. If you can do this and get paid also, great. You have leverage because of the investor, maybe you can sell out all your interest for cash today (with the help of your lawyer). If you can't get paid, get out anyway.

Good luck.

This doesn't sound too good, but it's easy to get past.

You need a YES or NO answer on this question to the founder: Do you have your equity package already?

If YES: Then you state that he needs to immediately prepare your stock agreement, and if he is unable to do that he must prepare a very brief document stating what % of equity you are being granted and on what vesting terms and at what valuation subject to the common shareholder agreement all other employees are or will be bound to. In other words, you can't be singled out at a later date.

If NO: Then you ask him to draft a letter where he commits to providing your equity package concurrently with his own, and to immediately spell out what % of equity you will be granted and at what vesting rate. Demand that your terms me similar to all other hires brought on board at the same time or before you.

Overall, this stuff is just process and if he or she can't get it done, that's a bad sign.

Very good point. You definitely don't want to be the one who initiates a breach of the contract, any court will frown heavily on that.

When someone is screwing you, they never say "ha, ha" until the very end when they think they've gotten all they can. Before that, this is some temporary instability, this is an important time, don't you trust me, it's coming, we're waiting on the lawyers, that language is boilerplate, this is how the business works, you don't understand the nuances, etc.

Stop listening to what they say, look at what they do. Either they do or do not produce a stock options contract and make good on their other promises -- and I'm sure there have been a few that have been delayed "for now", right? And I bet that either this company has the founder, one or two of his very old buddies, you, and maybe another worker or two - or there's the founder, his buds, and a 1-3 dozen people with 95% turnover every few months.

Your founder sounds like a sociopath, someone who lacks a conscience and will say anything they think they can get away with manipulate people into doing what they want. Read the book The Sociopath Next Door, it's a decent intro (skip the bunk "origins of conscience" chapter) - until you realize they literally can't be like a normal person, you'll keep thinking they'll make good on their promises and the golden future they've described will arrive.

I worked at a startup owned by a sociopath for most of a year. There were some huge promises and I was excited to be part of it. Except that sometimes the founder was a huge jerk sometimes, except the business didn't feel quite right, except agreements never worked out like I understood they would. I finally realized something was badly wrong when, instead of the long-promised stock options, they offered employees the opportunity to invest their own money in the company. That was fishy enough, and when I went to do it and found out the CEO would hold stock 'in care of' employees. Just a legal formality, the lawyers said it had to be this way for anyone investing under $X. When a few folks asked about investing more than $X, they were privately told a different reason they personally had to accept this assignment scheme to buy in. The company was all friendly and nice (unless you wanted promises fulfilled, then you'd get pulled into the stairwell or out into the parking lot and yelled at until you were back in line) but nothing ever quite seemed to happen as promised for reasons that were plausible on their face.

So take stock: what's happened as promised? I see in other comments you haven't been paid, that puts you in a great negotiating position as you own the copyright to everything you've built. But this isn't some bump in the road you'll fix and get on with: as soon as they have copyright you won't be a team player, you'll be canned, your options will be revoked by subclause 2.4.c(iii), they'll hire some . Have your lawyer draft an agreement that you give them copyright when a check for $X clears, and find a good startup or start your own business. They've been screwing you for a year to great effect, why would they change strategy?