AI Contract Analysis · $19 · 60 Seconds

Equity Vesting Clause Review — Know When You Own Your Shares and What Can Take Them Away

Equity compensation can be the most valuable part of an employment package — or worth nothing, depending on the vesting terms, cliff periods, and what happens when you leave. Revealr's equity vesting clause review flags vesting schedules, cliff requirements, acceleration provisions, clawback triggers, and any language that lets the company take back vested shares after termination.

  • Full clause-by-clause review — every section, not just the highlights
  • Risk score 0–100 — understand severity at a glance
  • Plain-English explanations — no legal jargon required
  • Specific action steps — exactly what to negotiate or ask
  • PDF + email delivery — share with the other party or an attorney
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How Equity Vesting Schedules and Cliff Periods Work

What Revealr checks in your equity vesting clause

Vesting schedule
Whether the schedule is standard 4-year monthly vesting or a non-standard structure
Cliff period length
How long before any equity vests — standard is 12 months, longer is unusual
Single vs. double trigger acceleration on acquisition
Whether equity vests on acquisition alone or requires a triggering termination event too
Clawback of vested equity on termination
Whether the company has rights to repurchase or cancel vested equity after your departure
Post-termination exercise window for options
How long after leaving you have to exercise vested stock options before they expire

Single vs. Double Trigger Acceleration Explained

Here is what a Revealr analysis looks like for a real Equity Grant or Stock Option Agreement.

R
Revealr Analysis
Equity Grant or Stock Option Agreement
Risk Score
74 / 100
WARNING§4.3
30-Day Post-Termination Exercise Window

Your vested stock options expire 30 days after employment ends. This is shorter than the 90-day industry standard and significantly shorter than employee-friendly extended windows (1–10 years). If you leave and cannot raise exercise capital in 30 days, you forfeit all vested options.

→ Negotiate for a 90-day or longer post-termination exercise window as part of your offer.
CRITICAL§7.1
Company Repurchase Right on Vested Shares at Cost

The company retains the right to repurchase your vested shares at original exercise price upon termination for cause. This can effectively strip you of the value of vested equity in the event of a disputed termination.

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What Can Reduce or Eliminate Your Vested Equity

Startup employees evaluating equity offers
You want to understand what your equity grant actually means and what could take it away
Employees approaching a cliff or acquisition
You want to understand your acceleration rights and post-termination options
Anyone negotiating equity as part of compensation
You want to identify non-standard terms before accepting an offer

Equity compensation is often the largest component of total compensation in startups — yet most employees sign equity agreements without understanding cliff periods, post-termination windows, or clawback provisions that can reduce the value significantly.

Frequently Asked Questions

A cliff is a waiting period before any equity vests. The standard is a 1-year cliff — you receive 0% until 12 months of employment, then 25% vests immediately. If you leave before the cliff, you receive nothing. Longer cliffs (18–24 months) are unusual and worth negotiating.

Single trigger acceleration means your equity vests immediately upon acquisition of the company. Double trigger requires both an acquisition AND a triggering event (typically termination within 12 months). Double trigger is more common and better for you as an employee — it protects against acceleration leading to unfavorable tax events.

Sometimes. Clawback provisions, repurchase rights at original cost, and early exercise repurchase rights can all effectively reduce or eliminate vested equity after termination. Revealr flags any provision that can reduce your equity after vesting.

The period after leaving the company during which you can exercise vested stock options. Standard is 90 days — shorter windows (30 days) put pressure on you to come up with exercise capital quickly. Some companies offer extended windows (1–10 years) as a benefit.

Related tools & guides

Employment Contract ReviewJob Offer ReviewSigning Bonus Clawback ClauseWhat to Check in an Employment Contract

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Equity vesting terms have significant tax implications. Consult a tax advisor and employment attorney before making decisions based on equity compensation terms.