Accelerated vesting is a contractual provision in an equity grant that causes some or all unvested equity to vest immediately upon a defined triggering event. The two most common forms are single-trigger acceleration (vesting on an acquisition alone) and double-trigger acceleration (vesting on acquisition plus involuntary termination). Accelerated vesting is a standard negotiating point for VP and C-suite executives and is particularly important in acquisition scenarios.
Single-Trigger vs Double-Trigger Acceleration
Single-trigger acceleration causes all (or a defined percentage) of unvested equity to vest automatically upon a change of control event — typically an acquisition or merger. An executive with single-trigger acceleration walks away from an acquisition with their full equity regardless of whether they stay with the acquirer.
Double-trigger acceleration requires two events: a change of control, followed by an involuntary termination without cause (or resignation for good reason). This is more common than single-trigger because it incentivises executives to remain through the acquisition transition rather than immediately departing once equity is secured. Most growth-stage companies offer double-trigger as standard and single-trigger only to founders or the most senior C-suite hires.
Single-trigger
100% of unvested equity accelerates on a change of control alone. Most favourable to the executive; less common except for founders and senior C-suite.
Double-trigger
Unvested equity accelerates only if (1) a change of control occurs AND (2) the executive is terminated without cause or resigns for good reason. Most common in VP and C-suite grants.
Partial acceleration
Only a portion (e.g. 50% or 12 months' worth) of unvested equity accelerates on the triggering event. A compromise between full acceleration and none.
Definition of triggers
The specific definitions of 'change of control', 'good reason', and 'cause' in the plan documents determine when acceleration actually fires. These definitions should be reviewed carefully before signing.
Accelerated Vesting — Common Structures
Why Accelerated Vesting Matters
In an acquisition, unvested equity is typically converted to the acquirer's equity or cashed out at the deal price. Without an acceleration provision, an executive who built meaningful value over three years but still has a year of unvested equity may be forced to stay with the acquirer for that year to collect — often in a diminished role with changed incentives.
For executives considering a role at a high-growth company where acquisition is a plausible outcome, the acceleration provision is a material term. A strong offer with no acceleration provision and a meaningful unvested balance is economically inferior to a comparable offer with double-trigger acceleration.
“An acquisition is the moment when executives who built value are most at risk of losing the equity they earned. Double-trigger acceleration is basic fairness, not a gift — and companies that refuse to offer it in competitive searches often lose candidates who understand the risk.”
Negotiating Accelerated Vesting
Accelerated vesting is negotiated at the offer stage, before the employment agreement is signed. The most commonly negotiated parameters are: the percentage accelerated (50% vs 100% of unvested), whether it is single or double-trigger, and the definition of 'change of control' and 'good reason' for resignation.
Majhi Group includes acceleration provisions as a standard discussion item in every executive search we close. For VP and C-suite candidates evaluating high-growth companies with active M&A markets, the acceleration structure can be the deciding factor between two otherwise equivalent offers.