Also in employment
Share options are sold as life-changing compensation. The bad leaver clauses, exercise windows, and acquisition provisions tell a different story.
You joined because of the equity. You've been vesting for two years. You're thinking about leaving.
What happens to your shares if you resign? What if you're made redundant? What if the company is acquired next month and your options haven't vested yet?
The answers are in the document you signed on day one. Most people never read it carefully enough to know.
This is the most important distinction in any equity agreement. Good leavers — typically those made redundant or leaving by mutual agreement — may keep vested shares and sometimes accelerate unvested ones. Bad leavers — typically those who resign or are dismissed for cause — often forfeit everything. We surface exactly how your agreement defines each category and what you stand to lose.
When you leave you typically have a limited window to exercise your options — often 90 days. After that window closes your options expire worthless. We surface the exact window, the conditions that could shorten it, and what you need to do before it closes.
What happens to your unvested shares if the company is acquired? Some agreements include acceleration clauses — your shares vest immediately. Others include provisions that allow acquirers to cancel unvested options entirely. We surface which applies to you.
When do your shares start vesting? A typical cliff means you receive nothing if you leave before the first anniversary. We surface the exact cliff period, monthly vesting rate, and total vesting duration — and flag anything that deviates from market standard.
New funding rounds issue new shares — which dilutes your percentage. Anti-dilution provisions protect against this to varying degrees. We surface what protection, if any, your agreement provides.
Share options have significant and complex tax implications in Ireland. We surface the tax treatment flagged in your agreement — whether your options are Revenue-approved KEEP scheme options or unapproved options with different tax consequences — and flag where the agreement is silent on tax treatment.
What is a bad leaver clause?
A bad leaver clause defines the circumstances under which you forfeit your equity entitlements on leaving. The definition varies significantly between agreements — some define bad leaver narrowly (dismissal for gross misconduct only) while others define it broadly enough to include voluntary resignation for any reason. SecondLayer surfaces the exact definition in your agreement.
What happens to my options if the company is acquired before I vest?
This depends entirely on your agreement and the terms of the acquisition. Some agreements include double-trigger acceleration — you vest immediately if acquired and then let go. Others give the acquirer full discretion to cancel unvested options. Many employees only discover which applies to them after the acquisition has already been announced.
What is the KEEP scheme in Ireland?
The Key Employee Engagement Programme (KEEP) is a Revenue-approved share option scheme that provides significant tax advantages for employees of qualifying SMEs. Options granted under KEEP are taxed as capital gains on disposal rather than as income on exercise — a significant difference. SecondLayer identifies whether your options are structured as KEEP options and flags the tax treatment described in your agreement.
I have RSUs not options — does this apply to me?
Yes. SecondLayer analyses Restricted Stock Unit agreements, share option agreements, ESPP documents, and equity grant letters. The specific risks differ between structures — RSUs typically have different tax treatment and vesting mechanics than options — and we analyse each accordingly.
SecondLayer analyses document content and surfaces information to help you understand what your document says. This is not legal, financial, or insurance advice. Always consult a qualified solicitor, financial advisor, or insurance broker before making decisions based on any document analysis.