Equity · Lesson 2 · 14 min
Vesting, cliffs & the cofounder who leaves
The single clause that protects the company from the cofounder who walks in month four — and how to set it fairly for everyone, including future-you.
The problem vesting solves
Imagine you split equity 50/50, and four months in your cofounder leaves. Without vesting, they walk away with half your company for four months of work — and every future investor sees a huge slice of dead equity owned by someone who isn’t building. Vesting is the agreement that says: you earn your shares over time by actually showing up.
Cliff, then monthly
The standard founder/employee grant is 4 years with a 1-year cliff. The cliff means: leave before month 12 and you vest nothing. Reach the cliff and a full year vests at once — then the rest vests monthly over the remaining three years. The cliff protects the company from early departures; the monthly schedule rewards the long haul.
Acceleration (read the fine print)
Single-trigger acceleration vests extra shares on an acquisition; double-trigger needs two things — usually an acquisition and you being let go. Double-trigger is the founder-friendly, investor-acceptable norm. Single-trigger can scare acquirers, so use it sparingly.
Now build one
Set a grant and watch how much has actually vested today. Move the start date across the cliff and feel the difference. When it looks right, keep it — it’s added to your real cap table.
Build a vesting schedule
Vested today: 100,000 (25.0%)
cliff at 12mo · fully vested 2029-06-21