Deal StructureHuman Capital
Founder Vesting Reset (Post-Deal)
Also known as: re-vesting, rollover re-vesting, equity reset
A new vesting schedule applied to the founder's rollover equity or incentive grant after closing — restarting the clock on equity the founder believed was already earned, and tying it to continued employment or new performance hurdles under the buyer's control.
WHY IT MATTERS
A founder who rolls equity into the new entity often assumes that stake is theirs outright. Frequently it isn't. The buyer applies a fresh vesting schedule — commonly three to five years — so the rollover (or a management-incentive grant layered on top) only fully belongs to the founder if they stay employed and hit targets the buyer sets. Leave early, or get pushed out, and the unvested portion is forfeited or repurchased at a low formula price.
This converts what looked like ownership into a retention handcuff: the founder is now working for their own equity, under a boss who controls both the performance metrics and the employment relationship. It pairs dangerously with for-cause termination and bad-leaver provisions, which can erase even vested value on the way out. The protection is to nail down the vesting terms, acceleration triggers, and good-leaver treatment in writing before signing — not to discover the schedule after the founder has already mentally banked the equity.