/gist:7570950

## gistfile1.txt
Should I file a lawsuit?

A former employer of mine who raised money via convertible note offered me a compensation plan with
a 1 year cliff and a strike price of $0.0001. I signed the employment agreement and worked there for
over 1 year. The employer terminated the agreement after 17 months. At the conclusion of the
employment period, they told me that I am not able to buy my vested options because they didn't know
what they were doing when they wrote the equity incentive plan to which we both agreed 17 months
earlier. I would instead have to pay $1.30 per share if I want to buy my options which would cost
me thousands of dollars. When I asked how they could ethically do that, they directed my attention
to the section I have pasted below from the equity incentive plan document:

SECTION 9. Amendments and Termination. The Board may amend, alter or discontinue the Plan at any time.
However, except as otherwise provided in Section 3(d) of the Plan, no amendment, alteration or
discontinuation will be made which would adversely affect the rights of a Participant with respect to
an Award, without that Participant’s consent, or which, without the approval of such amendment within
one year (365 days) of its adoption by the Board, by the Company’s stockholders in a manner consistent
with Section 1.422-5 of the Treasury Regulations, would: (i) increase the total number of Shares reserved
for the purposes of the Plan (except as otherwise provided in Section 3(c)), or (ii) change the persons
or class of persons eligible to receive Awards. Notwithstanding the foregoing or any provision of the
Plan or an Award to the contrary, the Board may at any time (without the consent of a Participant)
modify, amend or terminate any or all of the provisions of this Plan or an Award to the extent necessary
to conform the provisions of the Plan or an Award with Section 409A of the Code other applicable law,
the regulations issued thereunder or an exception thereto, regardless of whether such modification,
amendment, or termination of the Plan and/or Award shall adversely affect the rights of a Participant.

Please comment on HN.
	Should I file a lawsuit?

	A former employer of mine who raised money via convertible note offered me a compensation plan with
	a 1 year cliff and a strike price of $0.0001. I signed the employment agreement and worked there for
	over 1 year. The employer terminated the agreement after 17 months. At the conclusion of the
	employment period, they told me that I am not able to buy my vested options because they didn't know
	what they were doing when they wrote the equity incentive plan to which we both agreed 17 months
	earlier. I would instead have to pay $1.30 per share if I want to buy my options which would cost
	me thousands of dollars. When I asked how they could ethically do that, they directed my attention
	to the section I have pasted below from the equity incentive plan document:

	SECTION 9. Amendments and Termination. The Board may amend, alter or discontinue the Plan at any time.
	However, except as otherwise provided in Section 3(d) of the Plan, no amendment, alteration or
	discontinuation will be made which would adversely affect the rights of a Participant with respect to
	an Award, without that Participant’s consent, or which, without the approval of such amendment within
	one year (365 days) of its adoption by the Board, by the Company’s stockholders in a manner consistent
	with Section 1.422-5 of the Treasury Regulations, would: (i) increase the total number of Shares reserved
	for the purposes of the Plan (except as otherwise provided in Section 3(c)), or (ii) change the persons
	or class of persons eligible to receive Awards. Notwithstanding the foregoing or any provision of the
	Plan or an Award to the contrary, the Board may at any time (without the consent of a Participant)
	modify, amend or terminate any or all of the provisions of this Plan or an Award to the extent necessary
	to conform the provisions of the Plan or an Award with Section 409A of the Code other applicable law,
	the regulations issued thereunder or an exception thereto, regardless of whether such modification,
	amendment, or termination of the Plan and/or Award shall adversely affect the rights of a Participant.

	Please comment on HN.