Usually in a buyout everything issued or optioned will vest...

Usually in a buyout everything issued or optioned will vest immediately upon change of control. Most boards accelerate the awarding of everything that is capable of being issued as shares well ahead of the buyout date, and so the buyer is well aware of their fully diluted obligations going into the transaction. Accordingly they offer to pay a price-per-share to keep everyone happy, and staff & directors even happier. I’ve got no problem with that aspect. But unless I’m missing something, this is nothing that a waiver in advance (i.e. now) would be required for - shareholders will usually happily waive anything & everything at the time of a takeover provided the overall offer is fair and reasonable. And this waiver doesn’t apply just to a potential buyout scenario, but to any scenario that involves the retirement or termination of an officer. There’s definitely going to be some retirements and terminations coming eventually, it’s the normal course of business. I am not so sure I want the board having a blank cheque in advance however on the the value of what they are giving away now effectively for free (and for which we all still get diluted).