Double-Trigger Acceleration

Double-trigger acceleration is a vesting protection mechanism that requires two events before your unvested equity speeds up: (1) a change of control (the company is acquired) and (2) you are terminated without cause or effectively pushed out (e.g., demoted, relocated, or your role is materially changed) within a defined period after the acquisition, commonly 12 months.

When both triggers occur, some or all of your remaining unvested equity vests immediately. This protects you from being acquired for your talent and then fired before your equity has time to vest.

How It Works (Example)

• You have 1% equity vesting over 4 years with a 1-year cliff.
• After 18 months, the company is acquired for $60M.
• At acquisition, you’ve vested 18/48 months = 37.5% of your grant.

Without double-trigger acceleration:

• You’re terminated 3 months after the acquisition.
• You keep only the 37.5% that had vested (0.375% of the company).
• At a $60M exit, that’s $225,000 before taxes and preferences.

With double-trigger acceleration:

• Acquisition = trigger 1.
• Termination without cause within 12 months = trigger 2.
• Your remaining 62.5% unvested equity accelerates.
• You end up with the full 1% stake.
• At a $60M exit, that’s $600,000 gross.

Key Things to Watch

• Single-trigger vs. double-trigger:
  • Single-trigger acceleration vests equity on acquisition alone.
  • This can make you more expensive to retain and can scare off acquirers.
  • Double-trigger is generally more employee-friendly and deal-friendly.
• “Good reason” definitions:
  • Ensure the second trigger includes constructive termination, such as:
    • Significant demotion or loss of responsibilities.
    • Forced relocation.
    • Material pay cut or negative change in compensation structure.
• Timing window:
  • 12 months post-acquisition is common but not guaranteed.
  • Some agreements use 6 months or tie acceleration to milestones.
• Availability and negotiation:
  • Not all companies offer double-trigger acceleration.
  • Its absence is a meaningful downside and often worth negotiating, especially for early or key hires.

Related Terms

• Single-Trigger Acceleration: Vesting accelerates on acquisition alone, which can make acquisitions harder to close.
• Vesting Acceleration: Any provision that speeds up the normal vesting schedule.
• Cliff Vesting: A period (often 1 year) before any equity vests; makes acceleration more important if an exit happens early.