> In this case the solution for that (and any M&A lawyer worth their salt would include something to this effect) would be to do part of the deal in cash and an acceleration clause that states that if the buyer terminates one of the original founders before the stock vests that their stock vests immediately. That way the problem simply goes away. If the buyer would not accept a clause like that then that’s an excellent reason to suspect that they actually will fire you on day #3, and if they have no problem with such a clause that will increase the goodwill between both parties.
Wait. Isn't the whole point of vesting to make sure that the founder will add value and not leave on the first day?
A clause like this means that a founder can stick around, do nothing of use, get their vesting period out and then leave. They can't be fired or they leave with all the stock. Exactly the opposite of what the vesting intended, right?
I think a founder is unlikely to be the kind of person who can sit around all day doing nothing. I used to have a job where I had literally nothing to do four days of the week and it almost drove me crazy. I could not sit idle all day on purpose.
Well, nothing of use. I could not show up. I could show up and work on my new cool project instead of the one I sold. And they can't fire me because they would have to give me all the stock.
Wait. Isn't the whole point of vesting to make sure that the founder will add value and not leave on the first day?
A clause like this means that a founder can stick around, do nothing of use, get their vesting period out and then leave. They can't be fired or they leave with all the stock. Exactly the opposite of what the vesting intended, right?