Dictionary

Vesting cliff

“The minimum time someone must stay before any of their shares or options vest. Leaving before the cliff usually means they receive none of that grant.”

Why vesting cliff matters to a first-time founder

A cliff protects the company from early mistakes in hiring or co-founder matching. Without one, someone who leaves after two or three months walks away with a slice of equity for very little work, and that dead stake sits on the cap table when you raise. With one, you get a trial period to see whether the relationship works before anyone earns ownership.

Examples of vesting cliff

You grant the designer building the first version of your app a block of options, vesting over four years with a one-year cliff. By month eleven they have shipped the screens your freelancers use to chase an invoice, but none of the options have vested. At month twelve, 25% vest at once. If vesting then continues monthly, another 1/48 of the grant vests in month thirteen. The year they had to stay is the cliff. The four years are the schedule, and the exact outcome follows the agreement.

Common misunderstanding

People think vesting and the cliff are the same idea, or that a cliff is a punishment. Vesting is the whole schedule. The cliff is the first gate. Unvested options usually lapse when someone leaves. Already-issued founder shares may instead be subject to transfer or buyback rights under reverse vesting. A cliff with no paperwork is a hope.

When to use it

Put one in any grant or founder split before the work starts. A year is common because a quarter is too short to know if someone will stay. Agree it while you still like each other.