If the Grantee becomes a Withdrawn Limited Partner, then unless, within 60 days following its applicable Withdrawal Event, the Grantee … duly executes and delivers to the Partnership a general release of claims against the Partnership and the other Partners with regard to all matters relating to the Partnership up to and including the time of such Withdrawal Event, such Grantee’s Units shall be cancelled and reduced to zero …
It’s a trick!
Departing OpenAI employees are then offered a general release which meets the requirements of this section and also contains additional terms. What a departing OpenAI employee needs to do is have their own lawyer draft, execute, and deliver a general release which meets the requirements set forth. Signing the separation agreement is a mistake, and rejecting the separation agreement without providing your own general release is a mistake.
I could be misunderstanding this; I’m not a lawyer, just a person reading carefully. And there’s a lot more agreement text that I don’t have screenshots of. Still, I think the practical upshot is that departing OpenAI employees may be being tricked, and this particular trick seems defeatable to me. Anyone leaving OpenAI really needs a good lawyer.
It seems like these terms would constitute theft if the equity awards in question were actual shares of OpenAI rather than profit participation units (PPUs). When an employee is terminated, their unvested RSUs or options may be cancelled, but the company would have no right to claw back shares that are already vested as those are the employee’s property. Similarly, don’t PPUs belong to the employee, meaning that the company cannot “cancel” them without consideration in return?
The language shown in this tweet says:
It’s a trick!
Departing OpenAI employees are then offered a general release which meets the requirements of this section and also contains additional terms. What a departing OpenAI employee needs to do is have their own lawyer draft, execute, and deliver a general release which meets the requirements set forth. Signing the separation agreement is a mistake, and rejecting the separation agreement without providing your own general release is a mistake.
I could be misunderstanding this; I’m not a lawyer, just a person reading carefully. And there’s a lot more agreement text that I don’t have screenshots of. Still, I think the practical upshot is that departing OpenAI employees may be being tricked, and this particular trick seems defeatable to me. Anyone leaving OpenAI really needs a good lawyer.
See also: Call for Attorneys for OpenAI Employees and Ex-Employees
It seems like these terms would constitute theft if the equity awards in question were actual shares of OpenAI rather than profit participation units (PPUs). When an employee is terminated, their unvested RSUs or options may be cancelled, but the company would have no right to claw back shares that are already vested as those are the employee’s property. Similarly, don’t PPUs belong to the employee, meaning that the company cannot “cancel” them without consideration in return?