My guess is a lawyer will say "yes, you could sue" but they won't do this work on contingency.
However, if you tell your former employer that you feel 11/12 of your cliff in equity is fair; otherwise, you'll pursue a law suit, my guess is they'll pony up without you having to take this any further.
IANAL and this isn't legal advice, but I want to comment on your wording. You should word the "threat" as saying that you may pursue a lawsuit, not you will.
The difference is really subtle to most people, but I once heard a story, on HN in fact IIRC, about someone who was sued because he said he would sue a company and then didn't follow through.
The company's claim was that they had been operating under the assumption they were about to be sued, and had incurred legal fees and lost productivity as a result. The company won.
Basically, word it as lawyer-friendly as possible. You want to let them know that you're seriously considering options that they would prefer you didn't, but you don't want to legally commit yourself to a particular action.
Again, IANAL, and this is based on my faulty recollection of a comment I remember seeing a while back.
Is there any legal standing to sue? The 1-year cliff is very specific, and while firing someone at 11 months just to avoid the cliff (if that's what happened) is a complete dick move, it might be legal.
Talk to a lawyer. A good lawyer is your best friend and won't make things more confrontational. He or she will vastly improve the situation by making clear to you (and others if necessary) that you know what you options are. For what it is worth (IANAL), my understanding is that California law does provide some protection for employees in this situation, no matter what the contract says.
This is the correct answer. Talk to a lawyer. Consider having that lawyer negotiate on your behalf.
Lawyer != lawsuit and it doesn't have to make things confrontational. It is just smart. If they are smart they talked to a lawyer about how to let you go.
Agreed. The Bay Area lawyer I've used for a dozen years is Adam Slote: http://slotelaw.com/
I strongly recommend that you talk to someone like him. An experienced lawyer will be able to put this in perspective for you in short order: industry norms and expectations, legal options, negotiating tactics.
This could go all sorts of ways. On one memorable occasion, this lawyer wrote a short letter and got me $20k in wages owed. On others he's advised me to just walk away.
I'd also suggest you consider cash instead of equity, especially payment for expenses. You may prefer a longer runway (or a month recovering on a Mexican beach) instead of more lottery tickets.
Can't agree more. There were a couple of "Ask HNs" recently that were job related and made me wonder why people aren't immediately contacting a lawyer.
