Acceleration (double-trigger)
Also: double-trigger acceleration, double trigger, 2x trigger
A vesting provision that accelerates equity only when two events both occur: a change of control and a qualifying termination of employment, usually within 12 to 24 months of closing.
Double-trigger acceleration requires two independent events. The first is a change of control: acquisition, merger, or recapitalization. The second is a qualifying termination, usually defined as termination without cause or resignation for good reason within a defined window, often 12 or 24 months after closing. Unvested equity continues to vest on schedule if the employee stays employed.
Example: a senior product manager is acquired into a buyer. Six months later the buyer eliminates her role without cause. Her remaining 18,000 unvested RSUs accelerate per her grant’s double-trigger provision. If instead she had stayed another three years without termination, the RSUs would have vested on the original monthly schedule, not accelerated.
Common mistake: not verifying the “good reason” definition. A material reduction in duties, base pay, or a relocation of more than 50 miles typically qualifies, but definitions vary. A change in job title alone often does not qualify, which leaves the employee dependent on the buyer’s continued employment to realize the equity.
Double-trigger matters at offer negotiation, at the close of a deal, and during the integration window when restructuring decisions affect vesting outcomes.