How Does A Typical Vesting Schedule Function?

How Does A Typical Vesting Schedule Function?

By Yash


You may have just started a firm based on your innovative business idea. You may be the chief executive officer in the firm to work on your business and product decisions. It may also be that your technical co-founder is going to take care of most of the design and building. Both of you may be completely committed to the task, and you may have quit your regular jobs. You may be planning to get some more employees later. But they will not be the co-founders with you. Thus, you decide to distribute the equity among the two of you. You give the majority of the equity to your co-founder and issue the stocks accordingly. You and your co-founder have complete faith in each other. But you want to ensure that both of you stay in the organization for the long term to put in the work that will be required. So, there is a method by which you both can agree to earn the shares over some time through vesting.

You and your co-founder should make your stock grants subject to this condition. In the United States, it would be difficult for start-ups to assign new employees without formalizing any stock options grants. In Europe, the informal promise of stock options can help them get the employees they need. So, the stock options grants are usually formalized after the fundraising for Series A. It would not be great for any start-ups if these various stock options could be converted into shares with immediate effect. They would not be highly effective in keeping their employees with the firm. This is where the typical vesting schedule comes in. The method has some advantages. It incentivizes the employees that remain in the firm and safeguards the firm if the person decides to leave it. In this article, you will find everything you need to know about typical vesting schedules. Find out how it can give a huge leg up to your start-up.


What is a Typical Vesting Schedule?

The typical vesting schedule permits employees and founders to earn their shares over a period. Employees and founders can earn their shares based on some actions that happen. This includes hitting a certain mark in sales or hiring a certain number of people. But several of the vesting agreements are based on some fixed period. So, they are known as a typical vesting schedule. For instance, you and your co-founders will purchase the shares on the first day at nearly zero cost. But your firm will have the right to get back the shares from you at the same cost if you leave the firm. This is known as repurchase right. The firm loses the right to get back the shares as time passes. The founders will then get the chance to have the shares outright. The founder will have earned the shares away from the organization. This is because the founders will have the shares from the first day. It assures the firm that the founders will stay for some time. This typical vesting schedule helps for better treatment during taxation as well.

Vesting works a little differently when it comes to options. Any employees may have got an option grant that is subject to vesting. It increases the number of shares they are permitted to purchase at any moment. This is more preferred than decreasing the firm's right to repurchase the shares they have.


Typical Vesting Schedule Template and Types

There are some usual schedules that are used by firms when using this method. Many employees have their shares vested in a similar manner. This is valid whether they are employees at any junior or senior position. The employee options usually have a cliff of twelve months. The employee must work for the company for the whole year before any of the shares are vested. After that, one of four shares is vested. The employee may be fired or leave before the year is up. Then, the shares that were given to them will never vest. After the end of the first year, the shares will vest on a quarterly or monthly basis. After four years, all of the shares will be completely vested. This is typically how things are structured. But there are always some exceptions to the rule. Several employees also get additional stock options. They have a typical vesting schedule of four years as a reward or bonus for great performance. The additional stock options have their own vesting start date.

The founders usually have the equity that is reserved for them. But the firm reserves the right to get them back. This is not the same as the employee stock options that we have talked about above. But the outcome tends to be the same in both these cases. The requirements of typical vesting schedules can apply to retirement accounts and stock options. Usually, there are some different kinds of typical vesting schedules. The first one is the immediate vesting schedules. These have no waiting period for the workers to leverage their advantages. You have complete ownership of the asset from the start. The graded vesting schedules permit you to get incremental asset ownership over a period. This eventually results in complete ownership of the asset. You may earn the shares incrementally over a certain period. The typical vesting schedules on retirement plans are a maximum of six years. The cliff vesting schedules give lump sum advantages to the employee at some date. For instance, there may be a four-year cliff vesting schedule. Then you get on a portion of the advantage until you reach the end of that period. At that point, you get complete ownership of the asset.


Typical Vesting Schedule and Subsequent Grants

Vesting is one of the features of the grant. The vesting applies to that same grant. It does not apply to any grants that come after it. It has no relation to the overall length of the tenure. A founder may get a grant of three thousand shares with a vesting period of six years. After a couple of years, they may get a cliff of a single year and an additional five hundred shares with the same schedule. The typical vesting schedule acceleration explains what happens when a firm is acquired. It is only utilized in equity grants given to executives and founders. This comes in a couple of variations. The single-trigger acceleration happens when the firm acquires all the remaining unvested shares to vest instantly. In double-trigger acceleration, the remaining shares vest instantly. But a couple of conditions must be met. These are typically the firm's acquisition and the grantee's termination. But they could be some other things also.


Benefits of Typical Vesting Schedules

The vesting is done to safeguard the firm. Things may not work out as expected for any one of the founders. Then without any vesting, the founder can walk away with their entire portion. The one who ends up staying back will be stuck creating a firm for their retired team member. But their equity would be a certain claim on any profits the firm makes in the future. But the equity is not just a share of the profits. It also comes with voting rights. Your co-founder may also leave a majority of the shareholding. Then, they will have the power to make the decision in the firm. Even if they had less than the majority, they would have a huge voice as a voter. There is another type of protection here. The typical vesting schedule assists in taking care of the cap table. Thus, it can be as logical and clean as possible without getting any additional investment. The investors care about the voting and shares too. This is because they will be purchasing a big part of the firm. But looking beyond that, they are interested in how the firm is run.

The vesting helps the team members to stay around when times are tough. Many start-ups go through turbulent times. An increasing stake in the firm can be a great reason to stay with the team. The motivation remains true for the employees also. This is a huge reason why options plans are such a famous incentive for many start-ups to give. It makes the other chance that much less attractive.


Why Does a Typical Vesting Schedule Matter to Stockholders?

You may get stock options that have a typical vesting schedule. Then, it is very important to determine when and how you can benefit from your situation. You may be unable to take any unvested options if you leave the firm early. This could impact the financial planning that you have done. You may leave the firm a couple of years after getting your stock options. Then you would be leaving nearly all of your stock behind. When it comes to compensation, this could be worth thousands of dollars per year. There may also be a grant of hundred shares valued at a thousand dollars each. Then you will only get five percent of the amount after the first year. In the following year, fifteen of the shares will vest. This will result in the tripling of your stock value. In the subsequent year, you would get more added to your annual compensation. This will be double the amount of the previous couple of years combined.


Tax Implications of Typical Vesting Schedule

The overall taxation of the vesting shares is regulated by the Internal Revenue Code. The founders can make an election within a month of the date the share was initially purchased. The founder chooses to have the buy seen as a taxable event. It treats the shares as if they are not going to be forfeited. The firms pay tax on the difference between the purchase price and the firm market value. This can often be of no value since the shares are usually purchased at fair market value. After the deadline, founders do not have the ability to make the election.



The vesting is standard for the shares of the founders. These are the provisions that can safeguard the interest of the founders. They can alleviate some of the risks related to starting a firm from absolutely nothing. It can lead to more growth when any firm looks for outside financing from investors. It is important to seek the right advice for legal and tax professionals. They can assist you in structuring the tax approach and the terms of the shares of the founders. The structure and terms of the typical vesting schedule arrangements will differ. It will be based on each of the founders and the firms' facts and circumstances.