inconsistent treatment of acceleration
mengwong opened this issue · comments
Line 63 of the term sheet indicates Full acceleration upon “Double Trigger.”.
Line 176 (2.2.3) of the investment agreement warrants:
Other than the Key Holders' Shares, which vest pursuant to the applicable Key Holders' Vesting Schedules, (x) all options granted and Common Stock outstanding vest as follows: twenty-five percent (25%) of the shares vest one (1) year following the vesting commencement date, with the remaining seventy-five percent (75%) vesting in equal installments over the next three (3) years and (y) no stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment (whether actual or constructive), (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company, or (iii) the occurrence of any other event or combination of events.
It seems reasonable to assume that the vesting for the Key Holders would be similar to the vesting in the stock plan.
As I read it, subpart (y) states that there will be no acceleration, even double-trigger, anywhere.
Am I missing something?
Yes, the term sheet is for the Key Holders' shares.
On Tuesday, February 16, 2016 11:31 AM, Meng Weng Wong <notifications@github.com> wrote:
Line 63 of the term sheet indicates Full acceleration upon “Double Trigger.”.Line 176 (2.2.3) of the investment agreement warrants:
Other than the Key Holders' Shares, which vest pursuant to the applicable Key Holders' Vesting Schedules, (x) all options granted and Common Stock outstanding vest as follows: twenty-five percent (25%) of the shares vest one (1) year following the vesting commencement date, with the remaining seventy-five percent (75%) vesting in equal installments over the next three (3) years and (y) no stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities or rights to purchase equity securities provides for acceleration or other changes in the vesting provisions or other terms of such agreement or understanding as the result of (i) termination of employment (whether actual or constructive), (ii) any merger, consolidated sale of stock or assets, change in control or any other transaction(s) by the Company, or (iii) the occurrence of any other event or combination of events.As I read it, subpart (y) states that there will be no acceleration, even double-trigger.Am I missing something?—
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