Okay, thanks. I'm not certain that I can assist you here. Justanswer's policy is that the answers must be about "general" questions of law -- not to provide advice on a unique customer need. That's a legal service, and there are very onerous rules imposed on California lawyers by the State Bar and legislature.
What you are requesting, in my opinion, is a pretty comprehensive custom employment contract. There is an issue with paying the COO solely in shares -- you could get into a heap of trouble with the California Employment Development Department (EDD), and the Internal Revenue Service (IRS). However, I don't think it's in your interest for me to discuss the issues here in this public forum -- where the entire internet universe may be able to find our discussion.
That could put you at risk of substantial liability, and me at risk of losing my license to practice law.
Anyway, the bot***** *****ne here is that, while I'm licensed to practice law in California, and I was employed by a very well-known semiconductor corporation for 10 years, I cannot do this sort of work in this forum. I will send you an additional services offer, and we can take the matter offline into a traditional attorney-client relationship, if you choose. And, if you choose not, then I understand entirely, and I will reopen the question for others to assist (though, I suggest that you are making a pretty big error to try to get what you're looking for without hiring legal representation to prepare an employment contract).
That said, I will send the offer, now.