my company announced an acquisition yesterday. closing q3. i'm 2 years into a 4-year vesting schedule. my grant doesn't have any change-of-control acceleration. so i'm losing 50% of my equity if they let me go post-close, right?
depends on the acquisition deal. usually one of: (a) acquirer assumes the options at the same vesting (you continue), (b) acquirer cancels and pays out only vested portion, (c) acquirer rolls into new equity in their company. the deal terms control.
also — single-trigger vs double-trigger acceleration is what would protect you. without it you're at the mercy of whatever the acquirer decides.
this is the moment to negotiate retention. acquirers ALWAYS want key people to stay through transition. ask for retention bonus + acceleration if terminated without cause within 12 months of close.
I'm Sergei Tokmakov, California attorney (Bar #279869). The acquisition closes through definitive agreements that specify treatment of options. Common patterns: (1) full assumption with continuing vesting, (2) accelerated cancellation with cash payment for vested + cancellation of unvested, (3) rollover into new acquirer equity.
Your leverage points: (1) ask for acceleration on involuntary termination ("double trigger"), (2) request retention bonus, (3) if you're a key engineer, the acquirer needs you and will negotiate. Get these in WRITING before close — verbal promises evaporate post-acquisition. I help employees and founders review these acquisition packages on flat fee. Informational only.