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Vesting Cliff

A vesting cliff is the initial period of a vesting schedule during which no equity vests at all; if the holder leaves before the cliff date, they forfeit the entire unvested grant. After the cliff, a portion vests immediately and the remainder typically vests monthly or quarterly.

The one-year cliff on a four-year schedule is close to a universal standard in venture-backed companies, existing specifically to protect the company (and remaining team) from a hire who leaves within months still walking away with meaningful ownership.

Some later-stage or acquired companies negotiate shorter cliffs, no cliff, or accelerated vesting on acquisition ("single-trigger" or "double-trigger" acceleration) as part of retention or executive offers — cliff terms are negotiable even when a company presents them as standard.

Example

On a standard four-year schedule with a one-year cliff, an employee who leaves after eleven months receives no equity; one who leaves at thirteen months receives roughly 25% plus one extra month.