Cliff
Also called: vesting cliff
ELI5
No equity is earned until a first minimum period is completed.
Used in conversation
“The option has a one-year cliff.”
Definition
An initial period during which no equity vests, followed by a first tranche if service continues.
Here “Cliff” means: An initial period during which no equity vests, followed by a first tranche if service continues.
Pitch context
You will see “Cliff” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches founder & employee equity.
Why it matters: In founder & employee equity, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Connected terms
- VestingVesting earns equity over time or conditions; a cliff delays the first vesting event until a threshold date.
- Cliff vestingThe search label “vesting cliff” can route to both entries.
Sources & evidence · 5
Direct term-level sources and supporting source families.
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossaryDirect source · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateSupporting source family · practitioner · checked 2026-08-16