Equity is often the second-biggest part of a tech offer, yet it is also the part people understand the least. You are handed a grant of shares or options that looks worth hundreds of thousands of dollars on day one — but you do not actually own any of it until you survive the cliff. Leave a week before that cliff date and the entire grant disappears. Stay one day past it and a whole chunk of equity becomes yours.
This cliff vesting calculator turns your grant agreement into clear numbers: how many shares have vested today, what those vested shares are worth at the current price, and — often more eye-opening — how much unvested equity you would walk away from if you resigned this month.
How to Use
- Enter the Total Shares Granted — the full number from your grant agreement. This usually appears as a line like "Option to purchase 40,000 shares" or "Restricted Stock Units: 40,000".
- Set the Current Price Per Share. At a public company this is the live stock price. At a private startup, use the latest 409A fair-market-value price or the price paid by investors in your last preferred round.
- Enter the Cliff Period in years. The near-universal US startup standard is 1 year — meaning zero shares vest until your one-year anniversary, at which point the first full tranche vests all at once.
- Set the Total Vesting Period. Most grants vest over 4 years; public-company RSUs commonly use 3 or 4 years.
- Type Years at the Company — how long you have actually worked from your grant date to today. Half years are fine (2.5, 3.75, and so on).
- Read the result card: vested percentage, vested shares, the dollar value of what you own today, and the value you would forfeit by leaving now.
How Cliff Vesting Actually Works
A cliff is a deliberate retention device. During the cliff period you have 0% of your shares, no matter how hard you worked. On the cliff date itself, the first tranche vests all at once. Under the standard four-year schedule with a one-year cliff, that first tranche is 25% of the grant.
After the cliff, vesting becomes gradual (often called graded or ratable vesting). The remaining shares usually drip out monthly — 1/48 of the original grant each month for the next three years — until you reach 100% at the end of the total vesting period. Mathematically, the calculator models this as:
- Before the cliff: vested percent = 0. You forfeit the entire grant.
- On or after the cliff: vested percent = min(years worked / total vesting years, 1).
- Vested value = total shares × price per share × vested percent.
Worked example: a grant of 40,000 shares at $10 each ($400,000 total), 1-year cliff, 4-year schedule. At 6 months you own $0. On day 366, you suddenly own 10,000 shares worth $100,000. At the two-year mark you own 20,000 shares worth $200,000. At year five, because you are past the four-year schedule, you are capped at the full 40,000 shares — the extra year cannot vest more than 100%.
Why the Cliff Matters When You Change Jobs
The cliff is the single most expensive date on your equity calendar. A common situation: you have an offer that pays $20,000 more per year, but you are 11 months into a 40,000-share grant at $10 — meaning you are sitting on a cliff where one more month unlocks $100,000 of equity. The salary raise is real money, but it would cost you six figures to take it a month early.
The reverse trap is leaving shortly after a cliff. One week after your cliff date you are "only" 25% vested; resigning means forfeiting the other 75%. Recruiters calling from bigger companies often quote you a fresh grant that starts its own new four-year clock and own one-year cliff — so a job hop at year three can cost you the tail end of the old grant while you start over on the new one. Always compare net vested value, not headline grant size.
Examples
Example 1 — Standard two-year mark. You joined with 40,000 shares at $10, a 1-year cliff and a 4-year schedule. You have now worked exactly 2 years. Vested percent is 2 / 4 = 50%, so you hold 20,000 shares worth $200,000. The other 20,000 shares — another $200,000 — are still unvested and would be forfeited if you left today.
Example 2 — Three days before the cliff. Same grant, but you have worked 11.9 months. Because that is less than the 1-year cliff, vested percent is exactly 0%. Despite nearly a year of effort, the entire $400,000 grant is unvested, and the calculator shows a vested value of $0. This is the cliff's whole point.
Example 3 — Large executive grant. An engineer joins late-stage at a 409A price of $5 per share with a 1,000,000-share grant on a 4-year schedule and 1-year cliff. After 4 full years, vested percent caps at 100%, and the vested equity is worth $5,000,000 — with $0 unvested.
Example 4 — Past the finish line. You worked 5 years on the same 4-year grant. The schedule is fully complete, so vested percent stays capped at 100% rather than going over. The extra year does not vest more shares; it simply means there is nothing left to earn.
FAQ
What is cliff vesting?
Cliff vesting is a schedule where you own 0% of your equity until you have worked for a fixed "cliff" period (commonly 1 year), at which point a large chunk — typically 25% of a 4-year grant — vests all at once. Before the cliff, leaving means forfeiting the entire grant; after the cliff, you keep what has vested and forfeit only the unvested portion.
How much is 25% cliff vesting worth?
On a standard 4-year grant with a 1-year cliff, the cliff date itself vests 25% of the shares. If your grant is 40,000 shares at $10, that cliff tranche is 10,000 shares worth $100,000. Use the calculator with Years at the Company set to exactly your cliff period to see your own tranche value.
What happens to my unvested shares if I quit?
Almost always they are returned to the company's pool and canceled. Unvested equity is not property you own yet — it is a promise that becomes real only as you continue to work. This calculator's "Value Forfeited If You Leave" line shows exactly that exposure.
Can the cliff period be shorter or longer than 1 year?
Yes. The 1-year cliff is the US startup norm, but grant agreements vary: some public-company RSU plans have no cliff at all (monthly vesting from day one), while a handful of deals use 2-year cliffs or graded schedules that start vesting immediately. Check the "Vesting Schedule" section of your grant notice.
Does fractional time before the cliff count for anything?
No. Under a true cliff, 11 months and 364 days is treated identically to day one: 0% vested. There is no partial credit for nearly reaching the cliff, which is why timing your exit around the cliff date matters so much.
What if I stay longer than the full vesting period?
You simply remain at 100% vested. The calculator caps vested percent at 100% — extra service years do not vest additional shares unless the company issues a new refresh grant, which would start its own new cliff and schedule.
Disclaimer
This cliff vesting calculator is provided for informational purposes only and does not constitute legal, tax, accounting, or investment advice. Results are estimates based on the inputs you enter and the standard linear cliff-then-graded vesting model; real grants use per-plan schedules, double-trigger acceleration, repurchase rights, exercise prices, and tax withholding rules that this tool does not model. Stock prices for private companies are approximate. Always consult your equity agreement, plan administrator, or a qualified professional before making a job or financial decision.