
Ask HN: Is it common/legal for stock options to never vest? - glennrivers1
I&#x27;ve worked at a startup based in Manchester, UK for 6 years. The company has grown significantly and could be worth &gt; £50m today if acquired.<p>Upon reviewing my share options amounting to ~2.5% of the company, I was surprised to learn that there is no vesting schedule. This means that if I leave, I lose all options.<p>I&#x27;ve never known a share option agreement to work like this. Is this ethical? Can I exercise early to work around this?
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brudgers
[IANAL]

In the absence of a vesting schedule, I see little legal reason that the
options did not vest immediately. The primary reason for a vesting schedule is
to prevent immediate vesting of options from occurring.

Lack of a vesting schedule is, in my experience, pretty common among less
sophisticated [for some definitions of "sophisticated"] founders. It sounds
like this a case where it worked out as well without one since you stayed past
a typical vesting period.

That said, exercising and liquidating the options is likely something that
should be reviewed by an attorney irrespective of vesting schedules or an
immanent intent to leave the company.

Good luck.

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glennrivers1
Thank you for your advice. It seems it'll be worth seeking legal advice on
this.

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brudgers
There's possibly enough money involved to warrant provisionally planning to
speak with an accountant based on discussions with the attorney.

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throwawayoldmed
I have "phantom" stock options that "vest" (such that they are actually worth
something in the event of an acquisition) but both vested and unvested shares
are forfeited if I leave the company under any circumstances. So there's one
bit of anecdata for you. These were granted initially to a small handful of us
near the beginning of the company and since, about a third of the original
group have left, forfeiting their shares.

You get what you negotiate, I guess.

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BjoernKW
You should talk to a solicitor about this as soon as possible.

You shouldn't immediately assume unethical conduct or foul play, though.
Vesting schedules are still somewhat specific to US startup culture.

Is this a private (Ltd) or public (PLC) limited company? If the former you
most likely own those shares right away (but in any case you should definitely
have a solicitor review your contracts).

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calcsam
You need to talk to a lawyer about this pronto.

No, this is not ethical, nor common.

Legal? Dunno. And that is the question.

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twunde
Make sure to find a lawyer specializing in startups.It's probably best to get
the most up to date equity documents the company has as well as the documents
you originally signed.

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glennrivers1
How would I go about finding a lawyer with startup experience to help me as an
individual? Should I expect to pay large amounts of cash for this?

~~~
calcsam
I would benchmark 200 pounds for an initial consult, 1000 pounds for more
detailed lookover.

Keep in mind you benchmarked your share value at around 1 million pounds.
Don't penny-pinch on this.

As to finding a good lawyer in London, here's a list:
[http://mybilliondollarapp.com/best-startup-law-firms-in-
lond...](http://mybilliondollarapp.com/best-startup-law-firms-in-london/)

Orrick is a brand name around Silicon Valley, so I'd start there.

