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And remove/edit the vesting schedule. A vesting schedule of this sort may be reasonable for YC, but is unreasonable in some other cases. Many founds have already invested their life savings (and more) and years of work without pay. They should not lose their existing shares.


If it's essentially a growth round labelled as an A you can normally negotiate the vesting schedule, but if you're at a standard Series A point, then it's unlikely you'll be able to change it unless you're a super hot deal.

It'll likely take 7+ years from a Series A to an exit, if a founder leaves straight after funding and keeps all their equity, that's hugely demoralizing to the rest of the founders. They'll have to do the work to generate the value of the business over the next decade and end up with exactly the same rewards as the founder who left. It's the kind of thing that kills businesses.

From an investor perspective, an investor is unlikely to want to invest if the founders aren't committing to stick with the business.


I realized the above might not have been clear: you can potentially negotiate the length of vesting period, but not the existence of vesting period.


You can make arguments like this in negotiations and sometimes they can work. It just depends. As I mentioned elsewhere, this was meant to be more descriptive than prescriptive. Founder vesting/re-vesting is often a negotiation point in a Series A term sheet and the outcomes are varied and fact-dependent enough that it's tough to say that there's a standard here.


The vesting schedule line has 2 sections, 1 for founders (which is bracketed, i.e., needs negotiation) and 1 for other employees.

The rank and file get a standard 4-year, monthly vest, 1 year cliff. The founders presumably get something very different. Existing employees are an unknown.


Existing employee vesting is generally left alone unless they have something crazy.


I didn't see a vesting schedule indicated for founders, only for regular employees. The spot for the founder vesting schedule was blank brackets indicating a negotiation with no default.

(I just read the inline version, not the downloadable Word version.)




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