Can A Company Just Delete A Vesting Event On An RSU? This Article Weighs In On This Employee Concern‍

Casey Fenton

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January 4, 2024

John, your dedicated employee, sits down with his colleagues for their weekly meeting. The atmosphere is usually buzzing with excitement and innovation, but today, there's a palpable tension in the air. John's fellow employees caught wind that your company is contemplating changes to the vesting events of their hard-earned Restricted Stock Units (RSUs). What was once considered a stable pillar of their compensation is now shrouded in uncertainty. 

As the discussion unfolds, it becomes clear that there's a significant knowledge gap when it comes to the dynamics of RSU vesting events. This situation underscores the importance of discussing a topic that often goes overlooked: Can a company just delete a vesting event on an RSU? In this article, we aim to provide guidance to both employers and employees on how to navigate the intricate world of RSU vesting events.

Can A Company Just Delete A Vesting Event on an RSU?

No, a company cannot arbitrarily delete a vesting event on an RSU.

RSUs are typically granted to employees with a specific vesting schedule. This schedule outlines the conditions that must be met for the RSUs to become fully vested and transferable to the employee. It's a binding agreement between the company and the employee, and it cannot be unilaterally altered by the company without the consent of the employee.

However, there are specific scenarios in which vesting events on RSUs may be adjusted, but these adjustments must be made in accordance with the terms and conditions set forth in the RSU agreement and should follow ethical and legal standards.

Can a Company Modify the Vesting Schedule for RSUs?

Yes, a company can modify the vesting schedule for RSUs, but it must follow the terms specified in the RSU agreement and obtain employee consent if necessary.

Modifying the vesting schedule for RSUs is a complex process that should be approached with careful consideration and transparency. While it's true that companies have the flexibility to make changes, this must be done in accordance with the original RSU agreement and should involve open communication with employees.

  • Consent and Communication: The first crucial step in modifying a vesting schedule is obtaining employee consent, if required by the existing agreement. Most RSU agreements contain provisions that allow for changes, but these often necessitate the consent of the affected employees. For instance, if a company wants to extend the vesting period or make any significant changes to the schedule, employees should be consulted and their agreement obtained. Effective communication is key, and it's vital that employees understand the reasons behind the proposed changes.

  • Adherence to Agreement Terms: The RSU agreement itself serves as the governing document for vesting events. Any modifications must align with the terms and conditions explicitly stated in this agreement. These terms can vary widely and may allow for changes under certain circumstances, such as performance-based vesting or changes in control of the company. It's crucial for both the company and the employees to have a clear understanding of what the agreement permits.

  • Legal Considerations: Companies should also consider the legal implications of modifying vesting schedules. Employment and contract laws vary by jurisdiction and may place limitations on the extent to which a company can alter RSU agreements. Violating these laws can lead to legal disputes and potential liabilities. Therefore, it's advisable to seek legal counsel to ensure full compliance with the law.

  • Transparency and Fairness: Even when changes are permissible, it's essential to maintain a sense of fairness and transparency. Employees should be assured that any modifications will be fair and justifiable. Companies should avoid making changes that disproportionately disadvantage their workforce or that appear arbitrary.

  • Effective Date and Communication: If changes are approved, it's important to specify an effective date for the modified vesting schedule. Clear communication is crucial to ensure that all employees understand the changes and their implications. This should be done well in advance to allow employees time to adjust their financial plans if necessary.

Are There Legal Limitations on Modifying RSU Vesting Events?

Yes, there are legal limitations on modifying RSU vesting events. Any changes must be in compliance with employment and contract law.

Modifying RSU vesting events involves not only the terms specified in the RSU agreement but also adherence to employment and contract laws. Employers must navigate these legal considerations to ensure that any changes to vesting events are compliant and avoid potential legal consequences.

1. Contractual Obligations

RSU agreements are, in essence, contracts between employers and employees. Any changes must respect the terms of this contract, including the provisions related to vesting events. Altering the agreement in a way that contradicts its existing terms could constitute a breach of contract, exposing the company to legal risks.

2. Employment Laws

Employment laws can vary widely depending on the jurisdiction. These laws may set specific standards for how RSU agreements can be altered, or they may offer protections to employees. For example, some regions may require that employees give their explicit consent before any changes can be made, while others may have regulations that limit the extent to which agreements can be modified. Violating these laws can lead to legal disputes and penalties.

3. Anticipatory Breach

Changing vesting events in a manner that is disadvantageous to employees might trigger an anticipatory breach of contract. If employees believe that the changes will result in a significant loss of value or benefits, they may choose to take legal action against the company. This can be costly and damaging to the company's reputation

4. Transparency and Good Faith

When considering modifications, employers should act in good faith and be transparent in their dealings with employees. This is not only a best practice but can also be a legal requirement in some jurisdictions.

5. Legal Counsel

To ensure compliance with the law, it's advisable for companies to seek legal counsel when contemplating changes to RSU vesting events. Legal experts can provide guidance on the specific laws and regulations applicable to the company and help navigate the process to avoid legal pitfalls.

Can a Company Defer Vesting Events for RSUs?

Yes, a company can defer vesting events, but it should be done transparently and within the boundaries of the RSU agreement.

In some cases, a company may choose to delay vesting events due to various reasons such as financial challenges or market conditions. However, any deferrals must align with the RSU agreement and should be communicated clearly to employees, ensuring that the delay doesn't exceed the specified time limits in the agreement.

Can Vesting Events Be Accelerated for RSUs?

Yes, vesting events can be accelerated for RSUs, often due to circumstances like a change in control of the company or an employee's departure.

In situations where the company undergoes a change in control or if an employee leaves the company, the RSU agreement may allow for accelerated vesting. This means that the remaining unvested RSUs can become fully vested, allowing employees to realize their ownership stake sooner. The conditions for such acceleration should be stated clearly in the RSU agreement.

What Happens to RSUs If an Employee Leaves the Company?

The treatment of RSUs when an employee leaves the company depends on the terms outlined in the RSU agreement. In some cases, unvested RSUs may be forfeited, while in others, they may continue vesting for a specified period.

RSU agreements often address the fate of unvested RSUs when an employee quits. Some agreements may result in the forfeiture of unvested RSUs, while others may allow for continued vesting for a certain duration after an employee's departure. It's essential to clearly define these terms to avoid misunderstandings.

How Can a Company Ensure Ethical Vesting Event Management?

Companies can ensure ethical vesting event management by maintaining transparency, adhering to legal standards, and communicating changes effectively to employees.

To maintain ethical practices in managing vesting events, it's crucial to be transparent with employees about the terms and conditions of their RSUs. Any changes should be made in accordance with employment and contract laws, and employees should be informed promptly. Ethical management fosters trust and positive employee relations.

Final Thoughts

Vesting events on RSUs are a critical component of an employee's compensation package, and they come with responsibilities and legal obligations for employers. While your company cannot just delete a vesting event on an RSU arbitrarily, you do have some flexibility in modifying vesting schedules under certain circumstances. 

However, any changes should be made transparently, ethically, and in accordance with the law. It's essential to respect the binding agreement between your company and your employees to maintain trust and uphold ethical standards in compensation practices.

Want more tips on how you can ensure regulatory and ethical compliance regarding your employees’ RSUs? Feel free to browse Upstock’s blog and book a demo today to get a clear picture of how RSUs can be adapted to your company's needs.

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ABOUT THE AUTHOR

Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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