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Banking and Finance

Trends re Stock Option Acceleration: Single vs. Double Trigger

Courtesy of Itai Nevo, a partner in DLA Piper's Boston office, below is an informal survey of current trends regarding single vs. double trigger stock option acceleration from DLA Piper's Atlanta, Boston, Chicago, DC, Northern and Southern California, Reston, Seattle and Texas offices.

(1)  The common denominator (with some exceptions described below) was a double trigger approach - typically 12 months, sometimes 18 months, following a sale event. This was the most common approach (as opposed to single trigger) both geographically (East vs. West Coast) and across stages of company maturity (i.e., seed  stage through VC-backed).

(2)  For the most part (see item 3 below), acceleration terms were offered only to senior management and on an agreement-basis rather than at the option plan level. When offered, full acceleration was the most common approach with a recent slight trend toward 50-75% acceleration of unvested shares at the time of termination.

(3)  Rank and file acceleration was not overly common. Some Northern California- and Boston-based partners reported seeing an emerging trend in affording vesting acceleration (generally double trigger) for rank and file employees. If acceleration is in fact offered, rank and file participants often got six to12 months or some partial percentage.

(4)  In contrast to the above, founders often seem to get single trigger acceleration (in part because it is becoming more common for founders to self impose vesting upon formation before funding - perhaps because they can negotiate with themselves on vesting terms). Most commonly, the acceleration level is 100%.

(5)  Of the DLA Piper offices polled, Northern California and Boston responses showed a higher incidence of single-trigger acceleration for senior management.

(6)  For positions not expected to be retained post-exit (most typically CFO), single trigger was more common.

(7)  Obviously, executive leverage and unique situations (e.g., company trying to attract top talent for a specific role) generally trumps all of the above trends.

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