Model how acceleration clauses affect your vesting across different corporate events — single-trigger vs. double-trigger comparison.
Equity Parameters
Trigger Type
Single Trigger
Double Trigger
Single Trigger: Acceleration occurs automatically when the event happens (e.g., company is acquired → your equity accelerates). More protective for the service provider.
Select Event to Model
Vesting Timeline
Month 0
Already VestedAcceleratedForfeited
All Events Comparison
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Vesting acceleration is a contractual right that speeds up your equity vesting schedule when specific corporate events occur. Without acceleration clauses, you could lose unvested equity in a company sale — even if you contributed significantly to the company's value.
Single Trigger: Acceleration happens automatically when one event occurs (typically a change of control). More protective for the equity holder.
Double Trigger: Requires two events — typically (1) a change of control AND (2) termination without cause within 12 months. Acquirers prefer this because it keeps key people incentivized.
Partial vs. Full: Acceleration can cover 25%, 50%, or 100% of unvested equity. Full (100%) acceleration is most protective but hardest to negotiate.
Frequently Asked Questions
What's the difference between single-trigger and double-trigger acceleration?
Single-trigger acceleration fires automatically when one event occurs (usually a change of control like an acquisition). Double-trigger requires two events — typically the change of control PLUS your involuntary termination within 12–24 months afterward. Single-trigger is better for you; double-trigger is more common because acquirers prefer retaining key people post-acquisition.
Which trigger type should I negotiate for?
If you're providing critical services, push for single-trigger with 100% acceleration. If the company resists (common), a compromise is double-trigger with 100% acceleration, or single-trigger with 50% acceleration. Any acceleration clause is better than none. For sweat equity deals where you're a service provider rather than an employee, single-trigger is more appropriate since acquirers may not need your continued services.
What events typically trigger acceleration?
The six most common triggering events are: (1) Acquisition/merger (change of control), (2) IPO or public listing, (3) Termination without cause, (4) Constructive dismissal (material reduction in role/compensation), (5) Dissolution/wind-down of the company, and (6) Death or disability. Most agreements only cover 1-3 of these. Comprehensive coverage across all six provides the strongest protection.
Can acceleration be retroactively added to my agreement?
Yes, acceleration clauses can be added via amendment to your operating agreement, employment agreement, or equity grant. However, you'll need agreement from the managing member or board. The best time to negotiate acceleration is before signing — adding it later gives you less leverage. If you're providing ongoing services, a role expansion or new project scope can create an opportunity to renegotiate.
How does acceleration interact with 83(b) elections?
If you filed an 83(b) election, acceleration doesn't create a new tax event because you already paid tax on the full grant value at the time of election. If you didn't file an 83(b), accelerated vesting creates taxable income equal to the FMV of the accelerated shares at the time of acceleration — which could be significantly higher than at the grant date. This is another reason to file your 83(b) within 30 days.