How vesting is calculated
A vesting schedule is defined by four parameters: the start date, the total duration, the cliff and the vesting frequency (monthly, quarterly or annual). Nothing vests before the cliff; on the cliff date, the corresponding portion vests in one go; after that, securities vest in instalments until they reach 100%.
Example: 40,000 shares over 48 months with a 12-month cliff and monthly vesting. After 12 months, 10,000 shares have vested; after 2 years, 20,000; after 48 months, all of them.
Employee BSPCE and founder reverse vesting
BSPCE (bons de souscription de parts de créateur d'entreprise) are the French equivalent of employee stock options: warrants, open to young French companies that meet the legal conditions (typically startups set up as an SAS, a simplified joint-stock company), that give the holder the right to buy shares at a price set in advance (the exercise price). Their value is the difference between the share value and that price. Founders, by contrast, already own their shares: investors ask them to accept reverse vesting, written into the shareholders' agreement, which obliges them to sell back part of their shares if they leave early. Good leaver clauses (departure beyond their control, illness) and bad leaver clauses (misconduct, early voluntary departure) set the terms of that buy-back.
What happens if the company is sold?
Without an acceleration clause, unvested securities keep vesting on the original schedule, provided the buyer takes over the plan. Acceleration releases some or all of them on the sale (single trigger) or only if the holder is let go afterwards (double trigger). The simulator shows the effect of each option on the sale date you choose.
Going further
Frequently asked questions
What is vesting?
Vesting is the gradual acquisition of securities (BSPCE, free shares, founder shares) based on time spent with the company. The most common schedule runs over 4 years, with a first tranche after 12 months (the cliff) and monthly vesting thereafter.
What is a cliff?
The cliff is the minimum period of service before anything vests. With a 12-month cliff on a 4-year schedule, nothing vests during the first year, then 25% of the securities vest in one go on the first anniversary.
How does reverse vesting work for founders?
Founders already own their shares; the shareholders' agreement provides that if they leave early, they must sell back part of their shares, and the longer they have stayed, the smaller that part. In France it usually takes the form of a call option (promesse de vente) granted to the other shareholders or the company, combined with good leaver and bad leaver clauses.
What is the difference between single-trigger and double-trigger acceleration?
With single trigger, the sale of the company is enough to release some or all of the unvested securities. With double trigger, the holder must also be let go after the sale (dismissal, role eliminated). Double trigger is the more common of the two because it does not put off buyers.
What happens to BSPCE when an employee leaves?
Unvested BSPCE generally lapse. Vested BSPCE remain exercisable for the period set by the plan, often a few months after departure. The exact terms depend on the plan approved by the shareholders' general meeting.
Indicative simulation: it does not cover the legal conditions for granting BSPCE, the taxation of gains or the exercise periods set by the plan. It is neither legal nor tax advice.