Vesting schedule: what it means, with a worked example

A vesting schedule sets the dates on which equity you’ve been promised actually becomes yours. You earn it a slice at a time, simply by staying. Leave early and the part that hasn’t vested can be taken back, usually cheaply. Picture three founders in Bologna: Giulia holds 30%, the other two 35% each. If Giulia quits after five months, should she keep 30% of the company for good?

Most investors would say no, and so would her partners. The answer is a schedule agreed early, and in an Italian SRL it has to be built differently from the American template. New to all of this? Start with our map from zero to a first round.

The standard vesting schedule: four years and a one-year cliff

Italy follows the international pattern here. Gianni & Origoni, who write the Italian chapter of the Legal 500 venture capital guide, call four years with a one-year cliff ‘broadly consistent with international market practice’. Their Chambers 2026 chapter puts typical terms at three to five years. In the US, Carta calls the same schedule ‘the most common setup for equity grants’, for founders and early employees alike.

The months work like this. For the first 12 there’s the cliff, and nothing vests at all. On the first anniversary a quarter of the grant vests in one go. After that, 1/48 vests every month until month 48.

Why a cliff? It’s a trial year. Someone who leaves in month five takes nothing, and the cap table doesn’t carry a partner who barely showed up.

Then there’s acceleration, the clause that speeds vesting up when the company is sold. With a single trigger, the sale alone vests everything that’s left. A double trigger needs two events: the sale, and then losing your role without cause, usually within a set period. Carta says double trigger is the more common of the two, because it stops a team from walking out the day after closing.

What happens when a co-founder leaves? An example in euro

Back to Bologna. The SRL has €10,000 of share capital, and Giulia’s 30% sits on the standard schedule. Eighteen months in, she leaves.

She leaves at	Share of her 30% vested	She keeps (of the company)	Can be bought back
Month 11	0%	0%	30%
Month 12	25%	7.5%	22.5%
Month 18	37.5%	11.25%	18.75%
Month 36	75%	22.5%	7.5%
Month 48	100%	30%	0%

At month 18 she has vested 18 of her 48 months, so 11.25% of the company stays hers and the other 18.75% can be bought back. At what price? For that, the agreement stops counting months and asks why she left.

Had she been dismissed without cause, she’d usually count as a good leaver. (Death and permanent disability are the other usual cases.) Good leavers tend to get fair market value, sometimes discounted. Now suppose she resigned without cause, or broke a non-compete. That’s the classic bad leaver, and the unvested part would typically be bought back at nominal value: €1,875 for 18.75% of a €10,000 capital. If the last round had valued the company at €2 million, that same 18.75% would be worth €375,000. Some agreements reach into the vested part as well, at a discount. Read that clause twice.

You can test your own numbers with the cap table simulator in our Investor-Ready Kit (€149).

Vesting in an Italian SRL: call options, not forfeiture

In an SRL your quote are yours outright from the day the company is formed, so nothing can simply ‘unvest’. Gianni & Origoni explain that Italian leaver provisions therefore work through call options, put options or conditional transfer undertakings rather than automatic forfeiture, and are typically written into the shareholders’ agreement.

In practice the option usually goes to the other partners or to the investors. An SRL can never buy its own quote (Article 2474 of the Civil Code), and the exception the law makes for innovative startups and SMEs is limited to incentive plans. Can the clause sit in the statuto instead? Yes. The Milan notaries’ Massima 153 of 2016 accepts statutory clauses that let partners redeem another partner’s quote when set events occur, provided the price respects the fair-valuation rule used when a partner withdraws. Occhiuto Legal suggests lining up statuto, agreement and cap table rather than trusting the agreement alone.

Lawyers call this reverse vesting: you already own the equity and agree that the unvested part can be bought back if you go. American founders get the same effect through a repurchase right, priced in Cooley’s founder guide at ‘the lower of cost or the then fair market value’. Investors ‘generally seek some kind of vesting restrictions’, Cooley adds, so set a sensible one up early and most will leave it alone.

Employees are a separate case. They usually get stock options or quote under an incentive plan, which an SRL tends to build with reserved capital increases or quote carrying specific rights. Tax is a topic of its own: see how stock options are taxed in Italy.

Mistakes to avoid

• Waiting for the first investor. The time to agree vesting is when you split the company, while everyone still gets along. Our co-founder equity split guide shows how founders size their stakes.
• A ‘fair price’, and nothing more. Occhiuto Legal warns that a vague price breeds disputes, so the clause should name its method, whether that’s nominal value, fair market value, a formula tied to the last round or an appraisal.
• A US template pasted into an SRL. ‘Forfeiture’ and ‘repurchase by the company’ simply don’t fit quote. What you need is a call option drafted under Italian law.
• Forgetting the advisors. Their stake should vest too (our page on advisor equity covers schedules and the Italian rules).

Related terms

• What actually vests? Your equity in the startup, meaning quote in an SRL or azioni in an SpA.
• Giulia keeps her 11.25%, but every new round shrinks it in percentage terms: that’s equity dilution.
• You’ll negotiate the drag-along and tag-along exit clauses in the same agreement.
• Leaver clauses are normally written into the shareholders’ agreement. Here’s what else belongs in a shareholders’ agreement.
• There are 49 more terms, option pool and cap table among them, in our startup glossary.

This page is general information, not legal or tax advice. Leaver clauses are drafted case by case: have a lawyer or notary check yours before you sign.