Vesting Schedule Calculator.

A vesting schedule is the timeline that decides when an equity grant actually becomes the recipient's property. Shares are typically promised on grant day but earned over months or years of continued service. The schedule has two main parts: a cliff (an initial waiting period during which nothing vests) and a linear vesting curve after the cliff (a fixed slice unlocks each month, quarter, or year). If you leave before the cliff, you forfeit the entire grant. If you leave after, you keep what has vested and lose the rest.

A cliff is an all-or-nothing waiting period at the start of vesting. Cross it and you instantly vest the portion that would have accrued during the cliff period. Walk away one day before and you get zero. The 12-month cliff became standard because it gives both sides a year to evaluate fit: the company sees real output, the employee sees the company is real. A 12-month cliff inside a 48-month grant means 25% vests at month 12, then the remaining 75% drips out monthly or quarterly.

It is a Silicon Valley convention dating back to mid-2000s YC and Sand Hill Road. Four years is long enough to filter out short-term commitment and align the recipient with a real product cycle. The 1-year cliff stops people from joining, vesting a few months, then leaving with equity for almost no contribution. Together, 4/1 monthly is the most copied vesting schedule on planet earth. Modern variants stretch it to 5 or 6 years for senior hires at later-stage companies, but 4/1 is still the default.

Same total amount, different cadence. Monthly vesting drips out 1/48 of a 4-year grant each month after the cliff. Recipient-friendly because shares accrue while you sleep. Quarterly is 3/48 every quarter. Annual is 12/48 every twelve months. Company-friendly because if you leave on month 23 of a year-vest schedule, you only walk away with the first year's slice. Most US startups use monthly post-cliff. Some, especially older or European cap tables, use quarterly. Annual after the cliff is rare and worth pushing back on.

You forfeit 100% of the grant. The shares were promised but never earned, so they return to the company's option pool to be regranted to your replacement or someone new. This is the cliff's entire purpose: a free-pass exit clause for the company in the first 11 months. If you are negotiating an offer with cliff exposure, the only way around it is to ask for a 90-day or 6-month cliff. That request often succeeds at very early-stage startups but rarely at Series B+ companies.

You keep the vested portion. You lose everything unvested. If you have a 4-year/1-year cliff/monthly grant of 48,000 shares and leave at month 30, you have vested (30/48) × 48,000 = 30,000 shares. The remaining 18,000 unvested shares return to the option pool. The vested 30,000 are yours, but you typically have a 90-day exercise window to convert ISOs/NSOs into actual stock by paying the strike price. Miss the window and you forfeit those too. RSUs do not require exercise. Vested RSUs are yours outright.

Accelerated vesting means part or all of your unvested shares vest immediately on some triggering event, typically an acquisition. There are two flavors: single-trigger (100% vests the moment the acquisition closes) and double-trigger (vesting only accelerates if BOTH the acquisition happens AND you are subsequently let go without cause). Founders sometimes get single-trigger; senior executives usually get double-trigger; rank-and-file employees usually get none. Acceleration is one of the most negotiated terms in a startup offer letter.

For the employee, single-trigger is better: it pays out the moment a deal closes regardless of whether the acquirer keeps you. For the company and acquirer, double-trigger is better: it forces the acquirer to honor the original vesting schedule unless they fire you, which preserves the retention value of unvested equity post-acquisition. Acquirers usually demand double-trigger be the default, and will renegotiate single-trigger grants down to double-trigger as part of the deal terms. Most current standard for executives is 100% double-trigger acceleration with a 12-month involuntary termination window.

An 83(b) election is a one-page tax filing that lets you pay ordinary income tax on the FMV of your restricted stock at grant date instead of as it vests. For founders and very early employees buying common stock at near-zero FMV, this can convert ordinary income into capital gains and save a large multiple in tax over a successful exit. The catch: you have exactly 30 days from grant date to mail the election to the IRS. Miss the deadline and the election is permanently void. This calculator does not file your 83(b), but the math it produces is what your accountant will plug into Form 83(b).

Yes, all three. Vesting is independent of grant type. It is just the timeline. The grant type controls the tax treatment when vesting hits. ISOs (Incentive Stock Options) require exercise and have the most favorable tax treatment if you hold for the qualifying period. NSOs (Non-qualified Stock Options) require exercise and are taxed as ordinary income at exercise. RSUs (Restricted Stock Units) require no exercise. They convert directly to common stock on vest and are taxed as ordinary income on the vest date FMV. Public-company RSUs almost always use double-trigger vesting (time + liquidity) so they do not generate phantom tax for pre-IPO employees.

Advisor grants are typically smaller, faster-vesting, and cliff-free. The FAST agreement template from the Founder Institute (now widely adopted) suggests 24 months total vesting with no cliff and monthly cadence. Grant sizes range from 0.10% to 1.00% depending on advisor seniority and engagement level. The logic: advisors deliver value upfront via introductions, advice, and signaling, so a one-year cliff would be punishing for what is usually a 2-5 hour-per-month commitment. Founder Institute, YC, and most accelerators publish advisor grant tables that anchor this market.

Almost always, in any company that plans to raise outside capital. Founder vesting is usually structured as reverse vesting: founders own 100% of their shares from day one but the company has a repurchase right that lapses over 4 years. If a co-founder leaves at month 18, the company can repurchase the (4 − 1.5)/4 = 62.5% that has not yet vested at the original purchase price (usually pennies). VCs require founder vesting as a condition of investment. Skip it and you risk a co-founder walking with 50% of the company three months in.

Fully vested means 100% of the grant has been earned. The recipient owns those shares (or has the right to exercise them in the case of options) and they are no longer at risk of forfeiture from leaving the company. For a standard 4-year grant, you are fully vested at month 48. Fully vested does not mean "instantly cashable". Private-company shares still need a liquidity event (acquisition or IPO) before they convert to cash, and ISOs/NSOs still require exercise plus payment of the strike price.

Technically yes but practically rarely. Companies sometimes offer "refresh grants" (new grants with their own 4-year vesting schedule layered on top of the existing one) to retain key employees nearing the end of an initial grant. Accelerating an existing grant is much harder because it has tax consequences (vested shares trigger income or AMT). Renegotiating the cliff after the fact is almost never granted unless the company is desperate to keep someone. The right time to negotiate vesting terms is at the offer stage, not month 8 when you are restless.

Reverse vesting is the founder-side mirror of employee vesting. The founder owns the shares outright from incorporation but the company has a repurchase right at the original (near-zero) purchase price for the unvested portion. The right lapses on the same 4-year/1-year cliff curve as employee grants. If the founder leaves before fully vesting, the company buys back the unvested portion. This protects the remaining founders and incoming investors from a "walk-away co-founder with 50% equity" scenario. Reverse vesting is functionally identical in outcome to forward vesting but is preferred for founders because they get day-one shareholder rights, including voting and dividend eligibility.

Default behavior: the acquirer assumes your existing vesting schedule and the timer keeps ticking. Your unvested shares typically convert to acquirer-stock RSUs on the same schedule. If you stay through the original vest date, you receive the converted shares. If the acquirer terminates you without cause, you usually lose the unvested portion unless your original grant had double-trigger acceleration. Some acquirers offer retention bonuses or new equity grants to keep talent post-deal, but those are negotiated separately and not guaranteed.

Yes, though 4/1 dominates US startups. Variants you will see: (1) 3-year vesting with a 1-year cliff for senior hires at growth-stage companies who would otherwise demand more shares, (2) 5- and 6-year schedules at later-stage companies and a few notable outliers like Snap, (3) milestone-based vesting where shares vest on hitting product or revenue targets instead of dates (rare, used in founder and key-hire situations), (4) graded vesting with back-weighted schedules (e.g. 10/20/30/40 per year) used by Amazon and a few public companies to maximize retention near the end of the curve, (5) Slicing Pie dynamic equity for very early bootstrapped teams. The calculator above models the linear cliff schedule that covers 90%+ of real-world grants.