Founder Vesting Agreement
A founder vesting agreement is a contract that subjects a founder's already-issued or to-be-issued shares to a vesting schedule, typically including a cliff period, and grants the company a right to repurchase any unvested shares if the founder departs before those shares fully vest. Use this when co-founders want to subject shares a founder already holds (or is being issued as a founder) to a vesting schedule — often called reverse vesting — so that shares are earned over time and the company can repurchase unvested shares if the founder departs early. This is a starting draft only, not tax or securities-law advice; vesting arrangements can have significant tax consequences (including possible 83(b) election deadlines) and securities-law implications, so have a lawyer or accountant review the final terms before signing.
What's included
A ready-to-use founder vesting agreement with signature fields already placed for Company and Founder. Fill in the bracketed details (like [Company Name] or [Date]) using Docracy's built-in text editor, then send it out for signature.
This is a general template for informational purposes only and does not constitute legal advice. Consult a qualified attorney to review it for your specific situation and jurisdiction before use.
Key clauses
- Vesting schedule and cliff period
- Company repurchase right over unvested shares
- Triggering events, such as termination, resignation, or cause
- Acceleration provisions, if any, such as upon an acquisition
- 83(b) election acknowledgment
- Transfer restrictions on unvested shares
What you'll fill in
[Founder Name][Company Name][Total Number of Shares Subject to Vesting][Vesting Commencement Date][Cliff Period][Vesting Schedule Duration][Repurchase Price Per Share][Acceleration Trigger Events]Legal summary
Signing a founder vesting agreement legally puts the founder's shares on a schedule under which they are earned over time, and gives the company the right to buy back any unvested shares at the stated price if the founder leaves before the vesting period completes. It is meant to protect the company and co-founders' interests if someone departs early after receiving a full grant of shares upfront. Vesting arrangements can carry significant tax consequences, including a time-sensitive 83(b) election, and securities-law implications, so the final terms should be reviewed by a lawyer or accountant before signing.
Free for up to 2 signers, no account required. Need unlimited? Flat $10/month.
FAQ
Is this Founder Vesting Agreement legally binding?
Signing through Docracy uses a simple electronic signature (SES), which is legally recognized for everyday business agreements under laws like the U.S. ESIGN Act and the EU's eIDAS regulation. This is a general template, not legal advice — for high-stakes or regulated agreements, have a qualified attorney review it for your situation.
Who needs to sign this Founder Vesting Agreement?
This template includes signature fields for Company and Founder — already placed, so you just fill in the details and send.
Can I edit this Founder Vesting Agreement before sending it?
Yes — Docracy's editor lets you edit the text, add or remove signature fields, redact sections, and reorder pages before you send it.
Do I need an account to send this Founder Vesting Agreement?
No — it's free for up to 2 signers with no account required. Create a free account only if you want to save it to a dashboard or reuse it later.
Try it with an AI assistant
Paste one of these into ChatGPT, Claude, or your assistant of choice:
“Explain how founder vesting with a cliff works and why companies use it.”
“What is an 83(b) election and why does the deadline matter for a founder vesting agreement?”
“Help me think through a fair vesting schedule and cliff for a two-founder startup.”
Why teams start with Docracy
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Free for up to 2 signers, no account required. Need unlimited? Flat $10/month.