Why it matters
A clawback inverts the economic logic of founder equity. You earned the equity by building the company; the clawback says you can be retroactively un-paid for that work if a milestone is missed. The trigger is usually written in a way that founders don't fully control: a revenue target, a funding milestone, a customer count. When the trigger fires, the clawed-back shares typically flow to the option pool or back to the investors, increasing their effective ownership. It is one of the most aggressive clauses you will see and it should be a deal-breaker.
How to negotiate
Reject categorically. If the firm insists, reposition the conversation: agree to milestone-based unvested grants (additional equity that vests on hitting targets) rather than clawback of vested equity. The economics are similar; the legal posture is materially fairer — you are earning more on success, not being penalised on a slip. If the firm won't move from clawback to additional grants, walk.
Example language
How this clause typically appears in a term sheet. Read it carefully — predatory language is often buried in routine paragraphs.
In the event the Company fails to achieve the Performance Milestones set forth on Schedule 4 by the second anniversary of the Closing, twenty-five percent (25%) of each Founder's vested shares shall automatically be returned to the Company for no consideration.
TURNSHEET provides intelligence, not legal advice. This page describes typical market behaviour and common negotiation tactics; your specific deal may have nuances that change the analysis. Always review your term sheet with qualified legal counsel before signing.