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A vesting schedule is an incentive program established by an employer to give employees the right to certain asset classes. Employers use such type of incentive to reward loyal employees who remain with the company for a long period.
A vesting agreement is an agreement entered into between a corporation and a shareholder (usually an employee) that restricts the vesting of securities with the shareholder over a period of time or subject to other conditions.
The standard vesting model looks something like this:Founders: 25% of shares immediately and the rest monthly over a three to four years period.Employees: 25% of shares after the first year and the rest monthly over a three to four years period.
Under a standard four-year time-based vesting schedule with a one-year cliff, 1/4 of your shares vest after one year. After the cliff, 1/36 of the remaining granted shares (or 1/48 of the original grant) vest each month until the four-year vesting period is over. After four years, you are fully vested.
The vesting period is the length of time that an employee must wait in order to be able to exercise their ESOs. Why does the employee need to wait? Because it gives the employee an incentive to perform well and stay with the company.