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They insisted on adding a clause to the partnership agreement — anyone read up on vesting?

AArifMember
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#1

An angel investor joined our startup. After giving the money, they added a clause to the contract: 'Founders' shares will vest over 4 years. 25% vests each year, condition: founders must stay in the company, otherwise shares are clawed back.'

As I understand it, this is for risk management. If I or the other founders leave, the shares we shared are lost. But honestly, this feels very scary. Is this normal, does it happen to others, should I accept it?

If we need the money we'll have to accept it, but I'm curious: is vesting common, and what exceptions should be in the vesting clause?

OOrhan A***Member
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Most Helpful#2

Vesting is standard practice in startup funding. Investors want founders to stay so the money is profitable. 25% per year over four years is common. This is normal.

But watch out: some vesting contracts have a 'cliff' clause. For example, nothing vests in the first year, but if someone leaves in the second year they get 0%. Ask about this, because it's worth writing down some exceptions (illness, promotion etc.).

OOkan K***MemberCommunity member
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#3

i was on the founders side too vesting feels very scary at first. but later i understood: its just to prevent bad founders from leaving. if your business is going to succeed, youll stay too, and equity wont leak. tbh so accept the normal terms

TTolga T***Member
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#4

I'm curious: did they give you shares for free at the start or did they give you X% of the shares? Because if your total stake is 50% and they put vesting on that 50% that's super harsh. But if it's 20%, it's lighter.

KKoray S***MemberCommunity member
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#5

Vesting formula: 4 years, 1-year cliff. So nothing in year 1, linear vesting in years 2-5. If a partner leaves, the company buys back the unvested portion. This is standard. Exceptions: founder's illness, death, wrongful termination (these clauses must be in place).

BBarış K***Expert
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#6

Have a lawyer read the contract before signing. Especially: 1- What is the cliff, 2- What are the exceptions, 3- Who gets the remaining shares if the founder leaves, 4- What the investor does in hairy scenarios (sale, bankruptcy). If you prepare a cheat sheet with these questions, you'll understand the contract better before signing.

EErcan Ç***MemberCommunity member
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#7

If you need the money, accept it, but keep it in writing, understand every clause and sign. Vesting isn't that scary; it protects the investor from bad founders (who leave 3 months after the money comes in). If you're a good founder, no problem.

MMelis Ç***New member
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#8

My perspective changed after experiencing that. Any unwritten clause becomes a point of disagreement later, as both sides remember it differently.

Processes without records never improve, because you don't know what to fix. Correct me if I'm wrong.

GGamze U***Member
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#9

You're right, I've been down that road too. When making a decision, first look at what data you have on hand.

I'm also curious if anyone does it differently.

TTuğçe Ö***VeteranCommunity member
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#10

Could you elaborate on that? The only thing separating friendship from partnership is a written contract.

Correct me if I'm wrong.

HHalil Ş***MemberCommunity member
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#11

Same here. When making a decision first look at what data you have on hand.

Of course, it varies if your situation is different.

AAli T***Member
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#12

this thread is archived.

OOkan E***Expert
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#13

The answer above hits the nail on the head. Just because everyone does it doesn't mean it's right.

Im also curious if anyone does it differently.

NNuri G***Member
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early-stage startup
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#14

There's a common mistake people make when doing this. Just because everyone does it doesn't mean it's right.

Correct me if I'm wrong.

KKadir Ş***Member
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#15

I've been dealing with this for a long time. Solutions that work at a small scale collapse when you grow; I learned this late.

EElif G***ExpertCommunity member
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#16

This is exactly what we experienced. When you try to change everything at once, nothing settles.

If I were you I'd go this route.

GGizem D***ExpertCommunity member
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#17

There's a common mistake people make when doing this. When listing put proof that the product actually works at the very top.

That's all, sorry if I went on too long.

EEsra D***Member
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#18

Saved.

SSelin B***MemberCommunity member
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#19

I agree with this. The real issue isn't the number, but what it's based on.

Proven by experience.

RRecep K***Member
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#20

I feel the same way. When making a decision, first look at what data you have on hand.

Trying to do this alone is the most expensive way. This is my opinion, I'm not claiming it's absolute truth.

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