Founder Vesting and Leaver Agreement

Reverse vesting for founder shares, with good and bad leaver terms, so that a founder who leaves early does not keep shares they have not earned.

Editable Word document
15
10pages
Guidance notes included
aml consultancy solutions

Raising investment

Founder Vesting and Leaver Agreement

About this document

What it’s for

A deed between the company, a founder and (usually) the lead investor under which the founder’s shares “vest” over time. If the founder leaves before their shares have fully vested, the unvested shares – and, for a bad leaver, possibly more – must be transferred or converted at a low price. It protects co-founders and investors and is almost always required in a seed round.

When to use it

  • When co-founders first split equity
  • As a completion document on a seed investment
  • When a new co-founder joins and receives a significant stake

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Vesting
  3. Dealing with Unvested Shares
  4. Leaver status
  5. Leaver mechanism
  6. Leaver price
  7. Fair Value
  8. Completion of transfers and power of attorney
  9. Acceleration
  10. Rights while shares are unvested
  11. Tax
  12. Relationship with the Articles and other agreements
  13. Reasonableness
  14. Notices
  15. General
  16. Governing law and jurisdiction

Also included

  • Vesting table (example: 4 years, 1-year cliff, monthly thereafter)

How to complete it

  • Complete Schedule 1 with the founder’s shares, the vesting start date, cliff and period
  • Choose the good and bad leaver definitions in clause 4 and the prices in clause 6
  • Decide on acceleration on an exit (clause 9)
  • Sign as a deed with an independent witness; then deal with the tax points in Schedule 2

Key points to check

  • Make the company’s articles consistent – leaver terms usually also appear there
  • Take tax advice on employment-related securities and any section 431 election

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Raising investment

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

Download and keep

Get the packSee every document in this pack →

Need more than one category?

Documents All-Access gives you every category for 12 months for £295.

Compare options →

Need it tailored?

We can adapt any template to your business, or write a document from scratch.

Talk to us →