cofounder told me yesterday she's leaving (taking a corporate job). we incorporated 11 months ago, signed founder stock with 4-year vesting / 1-year cliff. she gets nothing if she leaves before month 12, right? she's pushing back saying she's done substantial work and deserves something.
technically yes, she gets nothing per the agreement. BUT — relationships matter and there's a goodwill case for giving her some equity even if she walks pre-cliff. typical compromise: 6 months of vested equity (about 6/48 = 12.5% of her grant) in exchange for a clean release.
i'd push back hard on giving full pre-cliff equity. the cliff exists to protect you from this exact scenario. but a "consulting" arrangement giving her some shares for ongoing advisory help is a face-saving way to be generous.
watch the IP angle. if she contributed code/IP and you don't get a clean release, that comes back to bite you in due diligence later. talk to a lawyer about a separation agreement that covers equity AND IP assignment.
I'm Sergei Tokmakov, California attorney (Bar #279869). Cofounder departure pre-cliff is exactly what the cliff is designed for. The legal answer: per your agreement, she gets nothing — the company has the right to repurchase unvested shares (typically at the original price, often $0.0001/share).
The practical answer: do a clean separation agreement that (1) confirms repurchase of unvested shares, (2) gets a full IP assignment for any work she did, (3) includes mutual release of claims, (4) optionally provides modest "goodwill" equity (capped at what she'd vest in 6 months) in exchange for advisory work going forward. The IP assignment alone is worth giving up some equity for — VC due diligence will flag any IP gaps.
I help founders with these separation/cleanup situations on a flat fee basis depending on complexity. Informational only.