Meaning
Distributed securities remain subject to forfeiture or repurchase by the issuing company until specific vesting conditions are satisfied. Founders and employees typically hold unvested shares that are earned gradually over a multi-year period. This mechanism protects the startup by ensuring that those who leave the company early do not walk away with a large portion of the equity.
The vesting process is governed by a standard schedule, often featuring a one-year cliff.
Forfeiture Provision
Repurchase rights allow the firm to reclaim equity if a founder departs prematurely. The company buys back the unvested shares at their original purchase price. This protects the active team.
Acceleration Event
Corporate transaction clauses can accelerate the vesting of stock during an acquisition or merger. This acceleration can be a single trigger, occurring upon change of control, or a double trigger, which requires both an acquisition and subsequent termination of the employee. These provisions protect founders from losing their equity during a buyout.
Tax Implications
Internal revenue regulations require shareholders to make specific choices regarding their unvested stock. An election under section 83b allows a shareholder to pay taxes on the entire grant upfront rather than as the shares vest. This filing must be made within thirty days of the initial grant to be legally valid.