Founder Vesting Acceleration Agreement Template

Built for founder commitment decisions

Use this template when

Founders reviewing how a sale or post-transaction termination could affect unvested founder equity.

Template preview

The downloaded Word file includes the same sections below, so you can review the structure before saving it.

1. Existing vesting terms

Acceleration cannot be evaluated safely without identifying the current grants, schedules, and governing documents.

Founder and grant: [Name and security]
Vesting start, cliff, and schedule: [Terms]
Vested and unvested amount: [Amount as of date]
Governing documents: [Document names]

2. Acceleration event

A tightly defined event reduces uncertainty about whether a financing, asset sale, merger, or control change qualifies.

Potential qualifying transaction: [Definition]
Excluded events: [List]
Effective event date: [Rule]
Acceleration amount or fraction: [Proposed term]

3. Single versus double trigger

Choosing one or two triggers changes the balance between founder protection and the company's retention needs after a transaction.

Single-trigger proposal: [None, partial, or full]
Second trigger required: [Termination or role change]
Trigger window: [Period after transaction]
Reason for selected approach: [Rationale]

4. Good/bad leaver interaction

Leaver terms must align with acceleration so the same departure is not treated inconsistently across company documents.

Good-leaver circumstances: [Proposed definition]
Bad-leaver circumstances: [Proposed definition]
Effect on vested equity: [Proposed treatment]
Effect on unvested equity: [Proposed treatment]

5. Approval and amendment

Clear authority and amendment rules prevent side promises from conflicting with board, shareholder, or grant approvals.

Required company approval: [Board or other body]
Required founder or shareholder approval: [Threshold]
Document priority if terms conflict: [For counsel]
Amendment and notice method: [Process]

6. Legal review

Qualified review is essential because enforceability, tax effects, securities rules, and existing documents vary by jurisdiction and company.

Reviewing counsel: [Name or firm]
Jurisdictions to review: [Locations]
Tax advice requested: [Scope]
Documents to reconcile: [List]

Legal disclaimer

This draft is for informational purposes and does not constitute legal, tax, or financial advice. It requires jurisdiction-specific review by qualified legal counsel before use or signature.

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Founder Vesting Acceleration Agreement FAQ

When should founders discuss vesting acceleration?

Discuss it before granting equity or negotiating a transaction, while the team can evaluate retention and founder protection without deal pressure.

Who should review an acceleration agreement?

Affected founders, the authorized company decision makers, and qualified legal and tax advisors should review the proposed terms against existing documents.

What is the most important acceleration risk?

Ambiguous triggers can produce an unexpected windfall or leave a founder unprotected, especially when grant documents and transaction terms conflict.

Legal disclaimer

This template is for informational purposes only and does not constitute legal, tax, financial, or professional advice. Laws and enforceability vary by jurisdiction. Have any final agreement reviewed by a qualified professional before signing.