Double-trigger vesting acceleration

Double-trigger vesting acceleration is a clause requiring the cumulative occurrence of two distinct events to trigger accelerated Vesting for a founder or employee: a qualifying exit transaction of the company, and a termination without cause, or a resignation for good reason following the transaction.

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This dual condition protects the buyer, who does not have to accelerate vesting immediately merely because of the exit if the founder or employee stays on after the deal. It symmetrically protects the beneficiary against an opportunistic termination designed to strip them of unvested shares, unlike single-trigger acceleration, which would activate upon the exit alone.

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From a buyer's standpoint, this clause materially changes how the purchase price is read: a single trigger raises the immediate cost of the deal, since the key teams' entire remaining vesting accelerates right at closing, whereas a double trigger preserves the incentive for teams to stay on, a parameter any buyer explicitly negotiates as part of mergers and acquisitions advisory.

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For a founder negotiating the terms of their own retention or departure in a sale, checking whether their Reverse vesting plan provides for a single or a double trigger radically changes the economic protection obtained in the event of a post-acquisition termination, a point any mergers and acquisitions advisory advisor must examine before signing, notably within a shareholders' agreement.