Accelerated Vesting

A provision that speeds up an equity vesting schedule, often triggered by acquisition or termination.

Accelerated vesting is a contractual provision that causes unvested equity — stock options, RSUs, or other awards — to vest immediately upon a specified triggering event, rather than continuing on the standard four-year (or multi-year) schedule. The most common triggers are: a change of control (the company is acquired or merges), termination of the employee without cause, or a combination of both (the 'double trigger'). Accelerated vesting is critical to negotiate in startup contexts because acquisitions — the most common startup liquidity event — frequently result in the acquiring company canceling unvested equity rather than assuming it.

Single-trigger acceleration vests all or a portion of unvested equity upon a change of control alone, regardless of what happens to the employee. This is valuable because you get liquidity from the acquisition even if you stay with the acquirer. However, acquirers often bake single-trigger grants into their acquisition pricing by reducing the offer — they're paying for the acceleration. Double-trigger acceleration requires both a change of control AND a qualifying termination (without cause, or resignation for good reason within a specified window post-acquisition) to trigger full vesting. Double trigger is more common than single trigger in most employment agreements because it aligns the employee's incentive to stay through the transition while still protecting against being fired post-acquisition.

Acceleration negotiation is most relevant at startups and growth-stage companies. At large public companies, RSUs vest on fixed schedules and acceleration is rarely offered except in rare executive contracts. At startups, employees between Series B and pre-IPO should ask explicitly about acceleration provisions, particularly if they're joining with significant unvested equity from a previous role they're forfeiting. Typical negotiated positions: 12 months of single-trigger acceleration (one year's worth vests immediately on acquisition), or 100% double-trigger acceleration (all unvested equity vests if terminated within 18 months post-acquisition).

Single Trigger vs. Double Trigger

  • Single trigger: change of control alone causes vesting. Good for employees; bad for acquirers (often reflected in lower acquisition price).
  • Double trigger: requires both change of control AND qualifying termination within a defined window (usually 12–18 months post-close).
  • Double trigger is more commonly granted because it retains employee incentive through the integration period.
  • A 'qualifying termination' typically means termination without cause OR resignation for 'good reason' (material reduction in role, compensation, or location).
  • Partial acceleration (e.g., 12 months of acceleration vs. 100%) is a common compromise — full acceleration is an executive-level perk at most companies.

How to Negotiate It

The best time to negotiate acceleration is in the offer stage before you join — once you're employed, it becomes much harder to add. Ask: 'Does the company include acceleration provisions in equity agreements, and if so, what does the standard provision look like?' If the company already has a standard provision, you're just asking to confirm you receive it. If they don't have one, you can request it as a negotiation item — framing it around the acquisition risk you're accepting by joining a pre-exit company. For senior hires, 12 months of double-trigger acceleration is a reasonable starting ask.

Example

A senior engineer joins a Series C startup with a $500,000 grant of 200,000 RSUs at a $2.50 implied fair value, vesting over four years. Her agreement includes a double-trigger acceleration clause: if the company is acquired and she is terminated or constructively dismissed within 18 months of close, all remaining unvested RSUs vest immediately. Two years later, the company is acquired. She has 50% of her grant vested (100,000 RSUs). The acquirer lays her off three months after close. Her double-trigger provision fires: the remaining 100,000 unvested RSUs vest immediately at the acquisition price of $8/share, delivering $800,000 in additional value she would have lost without the clause.