I’m sure it’ll vary depending on the specific terms of the agreement and ethos of the fund, but generally / anecdotally what would cost you to lose a VESTED carry? E.g. what if you leave to a competitor even when respecting the gardening leave / non poaching etc? What if you are let go for underperformance (but haven’t breached any rules / done anything unethical etc). Or what if you’re let go simply due to eg the fund reducing headcount or your team?

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All the more inportant to have have a lawyer review the terms


The only time I've heard of someone losing vesting carry is if they did one of the things you said like violate a non-compete, breached a compliance rule, harrased a co-worker, etc.

I’d ask to review the operating agreement of the GP entity. VP1 is probably right in that you have to be terminated for cause or breach a restricted covenant in order to lose vested carry but it’s worth double checking. It’s not unheard to see sneaky terms like repurchase rights upon departure or something that can cause you to potentially effectively lose the carry.

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