What is a vesting agreement?

What is a vesting agreement?

When start-ups are founded, it is often Vesting is the talk of the town. But what exactly is behind it - and why is it particularly important for start-up teams?

1. definition: What does vesting mean?

Vesting is an agreement in which Shares in a company are only „earned“ over time.

    • Instead of receiving all shares immediately, a founder or employee receives the shares gradually, depending on how long he or she stays with the company or achieves certain targets.
    • Objective: To ensure that everyone involved remains motivated in the long term and does not leave the start-up prematurely.

2. typical structure of a vesting agreement

    • term (vesting period): Usually 3-4 years.
    • Cliff period: There is often an initial vesting period of 12 months. No shares are „earned“ during this period. Once the cliff has expired, the first shares are released.
    • Monthly or quarterly release: After the cliff, the remaining shares are regularly „earned“.

Example:

    • Founder:in A receives 25 % of the shares on a vesting basis over 4 years.
    • Cliff: 12 months → after 1 year he receives 6.25 %.
    • Thereafter, the remainder of the 25 % will be released monthly over the next 36 months.

3. the advantages

    • Security for the team: Founders or employees who leave early do not immediately retain large shares.
    • Motivation: Everyone involved is focussed on the long-term growth of the start-up.
    • Attractive for investors: You can see that key personnel are committed for the long term.

4 When does vesting make sense?

    • Founder:inside teams: It prevents later conflicts when several founders leave the company.
    • Employee shareholdings: Startups often give shares or options to employees in order to retain them in the long term.
    • Financing rounds: Investors often demand vesting rules before they invest.

5. conclusion

A vesting agreement is a Key instrument for fair share distribution and long-term motivation. It protects the start-up against the premature loss of key personnel and ensures that everyone only receives their share if they actually contribute to the company's success.

Tip: Always leave such an agreement Set up legally clean, to avoid disputes later on.