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1、投资协议条款清单（Term Sheet） 股权给付 作者: 桂曙光Term Sheet - VestingWhile vesting is a simple concept, it can have profound and unexpected implications. Typically, stock and options will vest over four years - which means that you have to be around for four years to own all of your stock or options (for the rest o
2、f this post, Ill simply refer to the equity as stock although exactly the same logic applies to options.) If you leave the company earlier than the four year period, the vesting formula applies and you only get a percentage of your stock. As a result, many entrepreneurs view vesting as a way for VCs
3、 to control them, their involvement, and their ownership in a company which, while it can be true, is only a part of the story. A typical stock vesting clause looks as follows: Stock Vesting : All stock and stock equivalents issued after the Closing to employees, directors, consultants and other ser
4、vice providers will be subject to vesting provisions below unless different vesting is approved by the majority (including at least one director designated by the Investors) consent of the Board of Directors (the Required Approval): 25% to vest at the end of the first year following such issuance, w
5、ith the remaining 75% to vest monthly over the next three years. The repurchase option shall provide that upon termination of the employment of the shareholder, with or without cause, the Company or its assignee (to the extent permissible under applicable securities law qualification) retains the op
6、tion to repurchase at the lower of cost or the current fair market value any unvested shares held by such shareholder. Any issuance of shares in excess of the Employee Pool not approved by the Required Approval will be a dilutive event requiring adjustment of the conversion price as provided above a
7、nd will be subject to the Investors first offer rights.The outstanding Common Stock currently held by _ and _ (the Founders) will be subject to similar vesting terms provided that the Founders shall be credited with one year of vesting as of the Closing, with their remaining unvested shares to vest
8、monthly over three years.Industry standard vesting for early stage companies is a one year cliff and monthly thereafter for a total of 4 years. This means that if you leave before the first year is up, you dont vest any of your stock. After a year, you have vested 25% (thats the cliff). Then - you b
9、egin vesting 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 1 页，共 4 页 - - - - - - - - - monthly (or quarterly, or annually) over the remaining period. So - if you have a monthly vest with a one year cliff and you leave the company after 18 months, youll have vested 3
10、7.25% of your stock. Often, founders will get somewhat different vesting provisions than the balance of the employee base. A common term is the second paragraph above, where the founders receive one year of vesting credit at the closing and then vest the balance of their stock over the remaining 36
11、months. This type of vesting arrangement is typical in cases where the founders have started the company a year or more earlier then the VC investment and want to get some credit for existing time served. Unvested stock typically disappears into the ether when someone leaves the company. The equity
12、doesnt get reallocated - rather it gets reabsorbed - and everyone (VCs, stock, and option holders) all benefit ratably from the increase in ownership (or - more literally - the reverse dilution.) In the case of founders stock, the unvested stuff just vanishes. In the case of unvested employee option
13、s, it usually goes back into the option pool to be reissued to future employees. A key component of vesting is defining what happens (if anything) to vesting schedules upon a merger. Single trigger acceleration refers to automatic accelerated vesting upon a merger. Double trigger refers to two event
14、s needing to take place before accelerated vesting (e.g., a merger plus the act of being fired by the acquiring company.) Double trigger is much more common than single trigger. Acceleration on change of control is often a contentious point of negotiation between founders and VCs, as the founders wi
15、ll want to get all their stock in a transaction - hey, we earned it! and VCs will want to minimize the impact of the outstanding equity on their share of the purchase price. Most acquires will want there to be some forward looking incentive for founders, management, and employees, so they usually ei
16、ther prefer some unvested equity (to help incent folks to stick around for a period of time post acquisition) or theyll include a separate management retention incentive as part of the deal value, which comes off the top, reducing the consideration that gets allocated to the equity ownership in the
17、company. This often frustrates VCs (yeah - I hear you chuckling haha - so what?) since it puts them at cross-purposes with management in the M&A negotiation (everyone should be negotiating to maximize the value for all shareholders, not just specifically for themselves.) Although the actual legal la
18、nguage is not very interesting, it is included below. In the event of a merger, consolidation, sale of assets or other change of control of the Company and should an Employee be terminated without cause within one year after such event, such person shall be entitled to 名师资料总结 - - -精品资料欢迎下载 - - - - -
19、 - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 2 页，共 4 页 - - - - - - - - - one year of additional vesting. Other than the foregoing, there shall be no accelerated vesting in any event.Structuring acceleration on change of control terms used to be a huge deal in the 1990s when pooling of interests
20、 was an accepted form of accounting treatment as there were significant constraints on any modifications to vesting agreements. Pooling was abolished in early 2000 and - under purchase accounting - there is no meaningful accounting impact in a merger of changing the vesting arrangements (including a
21、ccelerating vesting). As a result, we usually recommend a balanced approach to acceleration (double trigger, one year acceleration) and recognize that in an M&A transaction, this will often be negotiated by all parties. Recognize that many VCs have a distinct point of view on this (e.g. some folks w
22、ill NEVER do a deal with single trigger acceleration; some folks dont care one way or the other) - make sure you are not negotiating against and point of principle on this one as VCs will often say thats how it is an we wont do anything different. Recognize that vesting works for the founders as wel
23、l as the VCs. Ive been involved in a number of situations where one or more founders didnt work out and the other founders wanted them to leave the company. If there had been no vesting provisions, the person who didnt make it would have walked away with all their stock and the remaining founders wo
24、uld have had no differential ownership going forward. By vesting each founder, there is a clear incentive to work your hardest and participate constructively in the team, beyond the elusive founders moral imperative. Obviously, the same rule applies to employees - since equity is compensation and sh
25、ould be earned over time, vesting is the mechanism to insure the equity is earned over time. Of course, time has a huge impact on the relevancy of vesting. In the late 1990s, when companies often reached an exit event within two years of being founded, the vesting provisions - especially acceleratio
26、n clauses - mattered a huge amount to the founders. Today - as we are back in a normal market where the typical gestation period of an early stage company is five to seven years, most people (especially founders and early employees) that stay with a company will be fully (or mostly) vested at the ti
27、me of an exit event. While its easy to set vesting up as a contentious issue between founders and VCs, we recommend the founding entrepreneurs view vesting as an overall alignment tool - for themselves, their co-founders, early employees, and future employees. Anyone who has experienced an unfair ve
28、sting situation will have strong feelings about it - we believe fairness, 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 3 页，共 4 页 - - - - - - - - - a balanced approach, and consistency is the key to making vesting provisions work long term in a company. 名师资料总结 - - -精品资料欢迎下载 - - - - - - - - - - - - - - - - - - 名师精心整理 - - - - - - - 第 4 页，共 4 页 - - - - - - - - -