Dear SaaStr: Do Shares Get “Forward Vested in an Acquisition?
Stock vesting is accelerated very rarely in an acquistion. In 95%+ of cases, the acquirer wants folks to keep vesting just as before — or more so.
Even where the option agreements or bylaws or other legal documents require it, acquirers often require those agreements be amended, in whole or in part. One way or another, any acceleration is often (but certainly not always) re-negotiated in acquisitions, especially of earliest-stage companies.
Part of the reason they’re buying you is the team. The entire reason, the main reason, or part of it … it varies. But part of it.
Vesting isn’t perfect. It’s a handcuff.
But it keeps people in their chairs, at least to some extent.
Having said that, if you are a VP and negotiating, and/or founders putting together terms, is a “double trigger” term a bad idea? I.e., if you get fired after an acquisition, all your stock then accelerates vesting? No.
I’ve never seen a double-trigger provision backfire. Worst case, it gets “undone” in an acquisition. And you are no worse off than otherwise.
More here:
9 Things Founders Should Know About Getting Acquired with Brett Goldstein, Former M&A at Google
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