Cooley GO's founder stock template starts vesting at year one

The record

Cooley GO, the law firm Cooley's public startup-documents resource, publishes a founder restricted stock purchase agreement as part of its Delaware incorporation package generator, which states that the package “automatically includes” a Restricted Stock Purchase Agreement with an accompanying intellectual property assignment, and that if the stock is made subject to vesting, the package adds a Section 83(b) election form, joint escrow instructions, and a stock assignment separate from the certificate. Cooley GO's own explanatory article, Founder's Stock, Vesting and Founder Departures, describes the standard structure this template implements: a one-year “cliff,” meaning “the individual must be with the company for a year to vest the first increment,” commonly paired with a four-year vesting schedule, with founders sometimes given retroactive credit for pre-incorporation work.

What the documents establish

Cooley GO's materials frame this as a customizable starting point, not a fixed requirement: the incorporation package states Cooley “does not endorse or recommend the use of any default values” and does not express an opinion on what constitutes a “market” standard, directing users to tailor documents and consult independent counsel. On acceleration, a separate article, Pulling the Trigger(s), distinguishes single-trigger acceleration, vesting unvested shares at the moment of a sale, from double-trigger, requiring both a sale and a qualifying termination — commonly within nine to eighteen months after closing — and states investors “tend to dislike single-trigger acceleration” since it can reduce an acquirer's incentive to retain key employees. The founder-basics article confirms at least one trigger, in either variation, is typically the sale itself.

The operating read

A founder using Cooley GO's template should treat the one-year cliff and four-year schedule as a widely used convention, not a legal default — nothing in Delaware law requires any vesting period, and Cooley GO states any period could be substituted. The acceleration choice carries a real trade-off the documents describe: single-trigger rewards a founder for a sale regardless of what follows, while double-trigger is generally more acceptable to investors and acquirers because it preserves the acquirer's ability to retain the founder post-closing. This is an editorial reading of the trade-offs Cooley GO's guidance lays out, not a recommendation for any negotiation.

What to check before you decide

Before adopting or negotiating a founder vesting schedule, check the following against the actual agreement and the company's specific circumstances.

• Does the agreement grant single-trigger, double-trigger, or no acceleration, and does that match what the founders and investors actually negotiated, rather than a template default?
• Is a Section 83(b) election required, and has the 30-day filing deadline from the date of grant been calendared, since a missed election can carry significant tax consequences?
• Does the template's one-year cliff and four-year schedule reflect the actual timeline the founders want, including any retroactive credit for pre-incorporation work?

Because Cooley GO's own materials disclaim that the template reflects a required standard, the document that actually controls is the signed restricted stock purchase agreement, not the generic guidance describing it.