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    Deal Terms & Legal
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    Global · Global

    Cliff

    Also called: Vesting cliff, 1-year cliff

    TL;DR

    A vesting feature where no equity vests until a specified milestone (typically 1 year of service), then a chunk vests at once.

    A vesting cliff defers the start of vesting. With a standard 4-year vesting schedule and a 1-year cliff, no equity vests for the first 12 months. On the 12-month anniversary, 25% vests instantaneously, and the remaining 75% vests monthly over the next 36 months.

    Cliffs protect against equity wasted on bad early hires. The 1-year cliff is the universal default for employee stock options; founders sometimes have cliffs structured differently in the founder vesting schedule.

    Worked example

    A new hire's 4-year grant has a 1-year cliff. They leave after 11 months with 0 vested. Had they stayed 12 months and 1 day, 25% (12 of 48 months) would have vested.

    Common pitfalls

    • Letting an early hire stay just past the cliff with no value created.
    • Skipping cliffs on advisor grants and creating dead equity on the cap table.
    • Negotiating away the cliff as a hiring sweetener.

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