Nivi · April 27th, 2007
Our previous vesting hacks have discussed getting vested for time served, acceleration upon termination, and acceleration upon a sale. This article is a collection of four vesting microhacks you can use to supersize your vesting.
1. Reclaim a terminated co-founder’s unvested shares.
A terminated co-founder’s unvested shares are typically cancelled. The resulting reverse dilution benefits the founders, employees, and investors ratably.
Instead of canceling the shares, divide them among the remaining co-founders and employees ratably. You should argue that,
“Cancelling a terminated co-founders shares puts a lot of pre-money into the investor’s pocket. Those shares should be distributed among the founders and employees who created that pre-money valuation.”
This argument will carry more water if you offer to put a portion of the reclaimed shares into the option pool to hire a replacement for the co-founder.
Reclaiming a terminated co-founder’s shares does not create an incentive for co-founders to terminate each other. Co-founders have an incentive to terminate each other even if the shares are cancelled. In our experience, this incentive is never a factor. Founders are almost always allowed to vest in peace unless they are incompetent, actively harmful, or clash with a new CEO.
Some option plans provide the company the right to repurchase your vested stock upon your departure. The purchase price is ‘fair market value’. Guess whether the definition of fair market value is favorable to you or the company…
Founders and employees should not agree to this provision under any circumstances. Read your option plan carefully.
3. Accelerate your vesting upon hiring a new CEO.
If you are having trouble applying any of the other vesting hacks, trade those chips in for six months of acceleration upon hiring a new CEO. Investors are usually eager to bring in “professional” management. They should agree to this term because it aligns your interests with theirs.
4. Keep vesting as a consultant or board member.
If you have a lot of leverage, you may be able to negotiate an agreement to keep vesting if you are terminated but retained as a consultant or a board member. For example, the company may terminate you but keep you as a consultant to help decipher your spaghetti code.
Some companies have been known to sneak this term into their closing documents. We’re not big fans of that approach.
Again, if you are having trouble applying any of the other vesting hacks, you may be able to trade those chips in for this one.
What are your vesting micro-hacks?
Submit your vesting micro-hack experiences and questions in the comments. We’ll discuss the most interesting ones in a future article.