[bbulkow]

You are not a co founder, you are an employee. hint. founders get shares, employees get options.

you are now in the situation of whatever you can bargain for, you can get, whatever you can't bargain for, you don't get. Dealing with what you call a highly risk adverse person makes it hard to negotiate, because the most risk adverse action is bury the code and say goodbye (what they have proposed). It is likely you can change the action only by suggesting a less risky course of action.

I have been in a similar situation before, and tried to use Greed when only Fear was going to work. Many situations are like this. I now know more about sales now. I didn't get the source code (which I wrote and was useless to them) and it was probably for the best. If I didn't have the motivation to rewrite, i didn't have the motivation to start a company. Likewise, if you don't have the motivation to get new, fresh code written, you don't succeed either. There are many many ways to get code made, if you believe in this, find one. it will be the first of many trials.

[carlgreene]

Where does it say the OP has options and the co-founder has shares? I think he explicitly said his _shares_ haven't vested yet...

[d3ckard]

If it needs to vest, it’s not a share.

[tzs]

According to the post, neither of them have vested shares:

> We signed a founders agreement, we each have a seat on the board, and he holds a majority of shares. None of our shares have vested - my first vesting date is in 6 months when ¼ of my shares vest.

Unvested shares are still shares. All that being unvested means is that the shares are subject to conditions such as a repurchase option that gives the company a right to buy your shares if you leave the company.

Unvested shares still have the others rights of shares, such as voting and sharing in dividends.

[carlgreene]

Vesting is just receiving the full rights of the share, option, or whatever over a specific amount of time.

If you start a company with someone you don't (er, shouldn't) just automatically get 50% of the company. That would allow you walk on day 3 and still own 50%. Instead you receive the ability to leave with your shares on a vesting schedule so that you have skin in the game.

[kanwisher]

YC and every other Vc recommends founders to vest

[Phlarp]

Based on the OP it seems like one founder had shares and the other 'founder' had options still waiting to vest.

That's a pretty clear cut power dynamic no matter what the VCs recommend.

[orthecreedence]

"None of our shares have vested" seems to imply they both hold options, with the other founder holding a majority of the issued options.

[weusedto]

Yes this is correct - apologize if I wasn't clear with this. From what I understand and my previous experiences at startups it was a standard vesting structure where ownership vests over 4-years with a 1-year cliff (or at an acquisition event). On day-1 neither I nor my co-founder had any shares vested.