[andrewfromx]

Since the vesting is done you own your shares and could work zero hours and still be entitled to them. The hard work you did over the 5 years as they vested means something.

But, if you want your co-founder to like his situation and work hard to make the company keep going I see this as like doing another round.

You need to raise X and valuation Y and dilute yourself accordingly. i.e. the company is in crisis because one of the co-founders is sort of leaving. To make up for that, raise some capital. Figure out the amount needed to raise and then work backwards from that number.

[paskster]

Thanks. But we do not need to raise any money. As I said, we make single digit millions (in Euro) per year in profit.

Do you have any other ideas? Or did I misunderstood you?

[andrewfromx]

you misunderstood, you are not actually raising money, you are picking a number as if you were so you can agree on dilution. What would be a 409a valuation of your business? Say it's 100 million. How much extra cash would the business need to replace you? Say it's 1 million? I'm just guessing here but I think there is a math formula that can make it seem very standard and fair.