Co-Founder Equity After Early Departure
A co-founder is leaving the startup after 14 months. The vesting schedule says 4 years with a 1-year cliff. They want credit for their work beyond the cliff.
Alex
Side A
The vesting schedule exists for exactly this situation. 14 months means 25% vested at cliff plus ~2 months more.
Your co-founder is leaving after 14 months. The vesting agreement is clear: 1-year cliff (25%), then monthly vesting over 3 more years. They're entitled to ~29% of their shares. They want 50% because they 'built the foundation.' The vesting schedule was designed for this exact scenario.
Jordan
Side B
I built the entire technical foundation and my contributions have outsized value that the vesting schedule doesn't reflect.
You built the entire product from scratch in 14 months — the MVP, the architecture, the database, the deployment pipeline. The company just raised a $2M seed round largely on the strength of your technical work. The standard vesting schedule doesn't reflect that 80% of the product's current value is your code. You want 50% of your allocated shares.
Expected Outcomes
Scored from Side A's perspective. Positive = favors Alex, Negative = favors Jordan.
Strict vesting enforced at ~29%; departing founder gets no extra credit beyond the schedule
Vesting schedule honored at ~29% plus a small bonus grant for the seed round contribution
Departing founder receives ~35-38% as a negotiated middle ground acknowledging both factors
Accelerated vesting to ~42% recognizing outsized technical contributions to the seed raise
Full 50% granted; departing founder's code is the product and the vesting schedule is inadequate