Accelerated vesting: Overview, definition, and example
What is accelerated vesting?
Accelerated vesting is a provision that allows an employee or stakeholder to gain full ownership of stock options, equity, or other benefits faster than originally scheduled. Normally, vesting occurs over time, but accelerated vesting can be triggered by specific events, such as a company sale, merger, or termination without cause.
For example, if an employee’s stock options are set to vest over four years but the company is acquired in year two, an accelerated vesting clause might allow them to receive all their shares immediately instead of waiting for the full vesting period.
Why is accelerated vesting important?
Accelerated vesting protects employees and stakeholders by ensuring they receive the equity or benefits they’ve worked for, even if unexpected events occur. It is particularly valuable in startup environments, where stock options are a key part of compensation.
For businesses, accelerated vesting can be an incentive for attracting and retaining top talent. However, it also has financial implications, as a sudden vesting event may increase costs or impact shareholder value. Employers must carefully structure these provisions to balance employee benefits with business sustainability.
Understanding accelerated vesting through an example
Imagine a startup offers stock options to a key employee with a four-year vesting schedule. The company is acquired after two years, and the new owner implements an accelerated vesting provision. Instead of waiting another two years, the employee immediately receives 100% of their stock options, allowing them to benefit from the company’s sale.
In another scenario, a senior executive has a contract stating that if they are terminated without cause, their remaining stock options will fully vest immediately. This ensures they don’t lose their earned equity due to circumstances beyond their control.
An example of an accelerated vesting clause
Here’s how an accelerated vesting clause might appear in a contract:
“In the event of a Change of Control or termination of employment without Cause, all unvested stock options granted under this Agreement shall immediately vest and become exercisable.”
Conclusion
Accelerated vesting allows employees or stakeholders to receive full ownership of stock options or benefits sooner than scheduled, often triggered by events like company acquisitions or termination without cause. It serves as a protective measure for employees while also impacting business financial planning. Understanding how accelerated vesting works is essential for both employers and employees when negotiating equity compensation agreements.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.