Financial Planning
Vesting Acceleration: Map the Events Before Counting the Shares
Read acceleration through a fictional event matrix, keeping qualifying conditions, timing and the affected unvested quantity explicit.
What you will learn
- Separate single-event and combined-event acceleration conditions.
- Calculate accelerated quantities from an expressly defined unvested balance.
- Keep an ambiguous event pending for review rather than guessing the outcome.
Vesting acceleration changes when specified unvested equity satisfies its vesting conditions. The phrase alone does not tell you which events count, how much accelerates or whether a deadline applies. Build an event map from the stated terms before counting additional vested units.
Separate the trigger from the quantity
Morrison Foerster’s acceleration explanation distinguishes single-trigger and double-trigger approaches. A single-trigger arrangement depends on one specified event. A double-trigger arrangement requires a combination. Actual definitions, timing, exceptions and affected awards control the result.
Do not substitute “the company was sold” for a document’s defined change-in-control test, or “I left” for a specified qualifying service event. This lesson supplies its own fictional conditions rather than interpreting an actual agreement.
Define two independent teaching arrangements
Fictional starting point: immediately before each independent case, an 8,000-unit award has 2,000 units already vested and 6,000 unvested. Arrangement A accelerates 50% of that unvested balance on a reviewer-confirmed qualifying sale. Arrangement B accelerates 100% only if that sale is followed by a reviewer-confirmed qualifying termination within 12 months. Ignore ordinary vesting between events for these separate test cases.
Event matrix, not a legal conclusion
| Independent case | Arrangement A additional units | Arrangement B additional units |
|---|---|---|
| Qualifying sale; no qualifying termination | 3,000 | 0 |
| Qualifying sale and qualifying termination within stipulated window | 3,000 | 6,000 |
| No qualifying sale; termination alone | 0 | 0 |
| Qualifying sale; termination outside stipulated window | 3,000 | 0 |
| Sale or termination qualification unresolved | Pending | Pending |
In A’s first case,2,000 previously vested units plus 3,000 accelerated units gives 5,000, leaving 3,000 unvested. In B’s qualifying combined case, the total becomes 8,000. Do not add the full grant to the accelerated amount or treat the previously vested 2,000 as newly accelerated.
Do not reuse one meaning of “double trigger” everywhere
Some RSUs use service and liquidity conditions as two requirements for completing vesting. That is a different question from changing an existing vesting schedule after a corporate transaction and service event. Similar wording does not make the rights or outcomes equivalent.
Similarly, a grant can contain a partial acceleration rule rather than full acceleration. A spreadsheet with only a “yes/no” acceleration checkbox loses the affected quantity and source terms.
Build a source-linked trigger card
Fields that change the answer
| Field | What to record | Why it matters |
|---|---|---|
| Affected award and balance | Source ID and unvested quantity at the test point | The base quantity can change |
| First event | Exact definition and reviewer confirmation | A headline is not the legal test |
| Second event, if any | Definition, evidence and relationship to first event | Two conditions are not one |
| Window and exceptions | Document-derived timing and unresolved clauses | Do not invent a universal 12-month rule |
| Acceleration amount | Stated fraction or quantity | Partial and full acceleration differ |
The window in the illustration is an input, not a recommended term or a market standard. If the documents conflict, preserve the conflict and route it to the responsible legal contact.
Keep vesting separate from value and liquidity
More units satisfying a schedule does not establish their sale price, settlement date or transferability. The proceeds-waterfall lesson addresses a separate economic issue. The cofounder equity guide discusses the separate allocation conversation.
Finish with a reviewable next step
Save the permitted trigger card and open questions in Finta Documents. Ask Aurora to help prepare a neutral summary of the supplied terms. The company and appropriate advisers must confirm the real event definitions and outcome before anyone changes an award record.
Finta Field Guide. By Finta Editorial Team. Sources checked November 14, 2026. Examples are original, fictional teaching cases, not customer results or individualized legal, tax, accounting or investment advice.