Glossary

The language inside your offer letter.

Startup equity terms often sound more precise than they are. Use this as a quick reference before you ask for the cap table details.

Reference set

12 terms for offer review

Category

Grant

4 terms

Option grant

The number of options offered to you.

An option grant gives you the right to buy shares later at a fixed strike price. It is not the same as owning shares today.

Strike price

The price you pay to exercise each option.

If you have 10,000 options at a $1 strike, exercising the full grant costs $10,000 before any tax or liquidity considerations.

Exercise window

How long you have to exercise after leaving.

A short post-termination exercise window can force a decision before there is liquidity, especially if exercising the grant is expensive.

Vesting cliff

The first date you earn any options.

A common startup schedule has a one-year cliff, meaning no options vest until the first anniversary, then vesting continues monthly or quarterly.

Category

Company

2 terms

Fully diluted shares

The denominator behind your ownership percentage.

Fully diluted shares include common shares, preferred shares, options, warrants, and reserved option pool shares. Without this number, option count alone is hard to value.

Common stock

The share class employees usually receive exposure to.

Employee options usually convert into common stock. Common stock generally sits behind preferred stock in the payout order.

Category

Exit

2 terms

Liquidation preference

Investor money paid before common shares.

Preferred shareholders may receive their investment back, sometimes with a multiple, before common shareholders participate in an acquisition.

Preferred stack

The total preferred capital ahead of common.

The stack matters most in low and medium acquisitions, where preferred payouts can consume the exit proceeds before employee common shares get value.

Category

Tax

4 terms

409A valuation

A US private-company valuation used for option pricing.

A 409A valuation often informs the strike price for US stock options. A low 409A can make options cheaper to exercise, but it does not guarantee future value.

ISO

Incentive stock option.

A US option type that can receive favorable tax treatment if requirements are met, but exercise can create AMT exposure when the spread is large.

NSO

Non-qualified stock option.

A stock option type often taxed differently from ISOs. NSOs are commonly taxed on spread at exercise, depending on jurisdiction and circumstances.

AMT

Alternative Minimum Tax.

For US ISO holders, the spread between strike price and fair market value can count toward AMT even before shares are liquid.

From words to numbers

Now plug the grant into the model.

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