He says your offer letter should have wording such as, “One percent won't be subject to dilution.” This way, if stock is offered to countless other employees as well.
Table of contents
- Restricted Stock, Stock Options, RSUs and Tax Obligations
- How to understand stock options in your job offer
- Employee Stock Compensation: Equity vs. Options - Capbase
- Overview of a Stock Option Award Letter
The first and last payment by the Company to you will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period. Stock Option. The option will be immediately exercisable, but any purchased shares will be subject to repurchase by the Company at the exercise price in the event that your service terminates before you vest in the shares.
Series A Preferred Purchase Option. This investment must be made commensurate with the closing of the Financing.
Restricted Stock, Stock Options, RSUs and Tax Obligations
Accelerated Vesting upon Change of Control. If your employment is terminated without Cause within one 1 year of a Change of Control, then the option referenced in paragraph 3 above shall become vested and exercisable as to all remaining shares.
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- Startup Company Offer Letters, Employment Agreements, and Equity Compensation Toolkit.
- Employee Stock Options Guide for Startups;
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Immigration Laws. For purposes of federal immigration laws, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States, Such documentation must be provided within 3 business days of the effective date of your employment, or your employment relationship with the Company may be terminated. Employee Proprietary Information Agreement.
This offer letter, the EPIA and the Stock Option Agreement if approved by the Board of Directors covering the grant described in paragraph 3, when signed by you, set forth the terms of your employment with the Company and supersede any and all prior representations and agreements, whether written or oral.
How to understand stock options in your job offer
Any amendment of this offer letter or any waiver of a right under this offer letter must be in a writing signed by you and an officer of the Company. This offer letter shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Texas. We look forward to you joining the Company.
Your percentage ownership matters more than the number of options you were given. To calculate percentage ownership, take the number of shares you were offered and divide by the total number of fully diluted shares outstanding. You can find your equity information in your offer letter, or in the equity management platform your company uses like Carta , for example. To determine the number of fully diluted shares outstanding, you'll have to ask someone on the talent or finance team at your company.
This number should include common stock, RSUs, preferred stock, options outstanding, unissued shares remaining in the options and RSU pool, and warrants. When asking about the shares outstanding It's usually a signal they have something they're trying to hide. You don't own all your equity on day one. Both options and RSUs are doled out according to a vesting schedule. After the cliff, your options will vest monthly until you are fully vested after four years. After you begin working, you may get additional equity grants as part of a promotion, a reward for exceptional performance, or an incentive to motivate you to stay at the company longer.
Those kinds of grants typically don't require the one-year cliff, but they still usually vest over four years. Sometimes staying a full four years to vest your initial equity grant just isn't in the cards, but as long as you've hit your initial vesting cliff, you typically keep anything you've vested when you leave the company.
However, there's a catch: If you've been given options, you'll have to exercise within a certain amount of time after leaving usually 90 days. It's important to pay attention to the vesting schedule your company is offering: if the terms are less favorable, like a 5-year vesting schedule, that should give you pause. For example, Snap Inc. Vesting acceleration You might find yourself in an accelerated vesting situation — where your stock vests faster than the original schedule dictates — if your company gets acquired or participates in a merger. Be sure to ask your employer about the specifics.
These days, a very successful company may need at least four or five rounds of financing before it has the opportunity to go public. If your company raises more money and takes on more investors, they could issue more shares, and thus dilute the value of your shares. But dilution isn't the end of the world — raising money to grow faster can make it worthwhile if it's meant to accelerate growth. Curious to know which companies we think have enough momentum to become successful businesses?
Check out our Career-Launching Companies List.
Employee Stock Compensation: Equity vs. Options - Capbase
It's important to understand how your percentage ownership and vesting impact the value of your equity — but at the end of the day, the value of your equity is more closely linked to the success of your company. In other words, the size of the pie is far more important than your particular slice. Not all companies have the same potential upside.
The ultimate value of a company is most influenced by its long-term growth rate. Growth is influenced by market size, so it's important that your company addresses a large enough potential market that it won't place a limit on growth. The keyword here is potential, because companies that attempt to take share from others in a mature market seldom grow as quickly as companies that exploit a new market.
Overview of a Stock Option Award Letter
Company valuations will change after each round of funding, so ask your employer what they think they could be worth in four years the length of a standard vesting schedule. Their answer will be their best guess — so try to evaluate their logic versus anchoring on the number. In other words, ask them why they believe in the potential valuation.
Note: These scenarios do not include the effect of taxes. It's common and natural to be excited about the value of your company — after all, you work there for a reason! That being said, its extremely common for employees to be overconfident in their estimates of the company's performance. Seeking out companies with the highest valuation is analogous to buying hot stocks that are priced high.
Ideally you want to find a company with a relatively low or reasonable valuation in an industry you like, with proven product-market fit and a lengthy projection of rapid growth.
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A down round might feel like a negative event, but that's not necessarily the case. It's very common for private company valuations to get ahead of the business. The valuation can rise much faster than the revenue in the beginning, especially in industries that have garnered a lot of hype. In these circumstances it is not unusual for the companies to have a down round, but if they continue to grow, then the revenues catch back up to the valuation and the value grows over time. Facebook and Spotify — two of the most successful public companies in the last decade — had down rounds when they were private companies.
Note: Public companies also have the equivalent of down rounds all the time. It was a massive hit, but Netflix's stock is up more than 30 times since then. When you get an offer from a company, you might wonder whether you should prioritize asking for more base salary cash or more equity. If the company is willing to negotiate, there are a few things you'll have to consider:. While early-stage companies may be open to trading salary for equity because they'd like to save cash , more mature companies may not want to deviate from the equity allocation budget approved by their board of directors.
Companies that are on a path to IPO will likely not have much wiggle room.
The best way to test if your employer is willing to make the trade is simply to ask when you receive your initial offer to join. Maximizing your equity can lead to a much higher payout, but it also runs a great risk of not being worth anything. Before making the trade-off, you should be confident you could cover all your ongoing expenses with the salary you're offered.