Author: You Yunting
According to media reports, the core security team "Super Alignment" of OpenAI in the United States was recently announced to be disbanded. After the team leader left, he criticized OpenAI on social media and became the headline of many science and technology media. At the same time, OpenAI requires the resigned employees to sign the resignation agreement with "no derogatory commitment". If they refuse to sign, they will give up the company's options, which also aroused concern. To tell the truth, the author was puzzled when he saw this news. It is obviously illegal to cancel the option without signing the resignation agreement. How can OpenAI do the same? Let's talk about it today.
1、 Event outline
First, explain Super alignment. According to data, OpenAI proposes that the goal of super alignment is to create a super intelligent system that can be consistent with human values and goals. This system was originally planned to invest 20% of OpenAI's computing resources and take 4 years to build. The super alignment in the plan is divided into two stages: the first stage is to implement the machine learning model and observe the results; The second stage is to solve higher level problems, such as improving extensible supervision or making progress in interpretability.
The original leader of Super Alignment was Ilya Sutskever, the co-founder and chief scientist of OpenAI, but he announced his resignation recently. A few hours later, Jan Leike, the leader of Super Alignment team, also announced his resignation. With the departure of the two leaders, the super alignment team has been disbanded.
It is reported that OpenAI allows former employees to choose between retaining their acquired shares and making adverse comments on the company. Due to a provision in the resignation document, if employees do not sign a confidentiality and non derogatory commitment agreement, they may "lose all the acquired rights and interests acquired during the company, which may be worth millions of dollars". At least one former OpenAI employee publicly said that this decision led to equity losses, which may be equivalent to "at least 85% of my family's net assets".
Sam Altman, CEO of OpenAI, confirmed on social media that such a provision did exist on Twitter on Saturday night, but he said: We have never taken back anyone's vested equity, and if someone does not sign a separation agreement (or do not agree to a non derogatory agreement), we will not do so. The company is already revising the standard exit document.
2、 Why is it inappropriate for OpenAI to cancel the option of resigned employees?
What is an option? According to the training I received in the NASDAQ listed company that year, these annual reviewed option contracts, and the option structure of domestic and foreign companies, we can summarize this system: options in the high-tech industry are a kind of compensation and incentive mechanism. The company will grant a certain number of options to an employee, and the employee does not have to pay for the company's equity, but only locks a grant price, If it is a listed company, it is the closing price of the stock on that day. If it is an unlisted company, it is the company's valuation. In many cases, it is based on the company's valuation in the last round of financing.
The option granted by the company to employees is essentially the right to sell equity at a certain time in the future. For example, if the price granted by the company is 10 yuan/share, the employee will sell the equity in the future, that is, when the price rises to 20 yuan/share during the exercise, the employee's option income will be 10 yuan (this income will also be subject to a high proportion of tax deduction). Because he did not pay for the company's equity, the company will recover the cost of 10 yuan.
However, when the company grants options, in most cases, they will not be given to employees at one time. These options will gradually mature according to the working time of employees in the company. For example, if the company grants 100000 share options to employees, it may mature in three years. If an employee leaves after two years of service, he/she can only get 2/3 of the options.
For start-ups with limited funds, options are a non cash compensation method, which helps attract and retain talents. Options can encourage employees to work hard for the long-term growth and success of the company, because employees' personal wealth is closely related to the company value or stock price, which can encourage employees to think like company owners, and promote the common growth of employees and the company.
After reading the above content, I believe that readers can understand the confusion when I saw that OpenAI asked employees to sign confidentiality and non disparaging agreements when leaving, otherwise they might be cancelled the option. Once the option is granted, as long as the employee's working hours meet the granting conditions, the mature part of the option has been obtained. This part of the option already belongs to employees. Why should we sign a resignation agreement to give it to employees? Although there are also instances in practice where employees are cancelled their options when they leave their jobs, it is obviously illegal for the company to prove that employees violate laws or company systems, cancel options according to the option rules, and cancel options without signing a resignation agreement.
3、 What are the key points of the resignation agreement?
Resignation agreement is an official document signed by an employee when ending the labor relationship with the employer. It usually includes the information of both parties, the date of resignation, the reason for resignation, wages and benefits, economic compensation, stock option and equity treatment, confidentiality agreement, non competition clause, non derogatory company clause, work handover Legal statement (the statement that the employee waives the lawsuit or claim against the employer, such as no dispute between the two parties, resignation certificate, additional terms (such as reimbursement of training costs, ownership of intellectual property, etc.).
According to the author's experience, the above contents can be divided into two categories: the first is the restatement and refinement of the original agreement signed between the company and employees. For example, the confidentiality agreement, non competition agreement and intellectual property ownership agreement signed by the original employees are reiterated and further detailed. For example, the non competition agreement requires employees to notify the company's new work unit after leaving the company, the email address or contact address of the company and employees to send notices to each other, and the payment method of non competition compensation. Such employees usually sign the non competition agreement.
The second is to add new obligations to employees that are not included in the original contract, such as the company cancels the labor contract in advance, expands the confidentiality scope of the confidentiality agreement, increases the non competition obligations, or non listed companies give up options. Even if the company requires employees to sign this resignation agreement, employees can not sign it. Many times, the company needs to give new consideration to employees, such as a large sum of money, before employees agree to sign.
The author infers that the original content of the resignation agreement between OpenAI and employees belongs to the first kind, that is, it reiterates that the employee and the company's labor contract should not derogate from the company during and after their employment, otherwise the company has the right to deprive the employee of the contract terms of the option. However, in practice, it has become the second type. If an employee does not sign a resignation agreement and confirms that he or she will not disparage the company after leaving, he or she will not be given options. This is equivalent to adding a new obligation for employees to obtain their own options: they must sign a separation agreement before giving options.
The author has dealt with many resignation agreements of senior executives. Employers want employees to sign resignation agreements with additional obligations, which are basically carrots, that is, a large sum of money is given to employees to sign. For example, OpenAI, which seizes employees' existing rights and interests as chips to force employees to sign resignation agreements, is relatively rare. Because it is very unwise to do so. For example, this time, employees only exposed the company's behavior on the Internet. Before the stage of litigation, the CEO had to send a letter to admit his mistake.
Finally, there are two things in this OpenAI news: one is that the world's most powerful AI company has dissolved its internal technical team responsible for keeping AI consistent with human values and goals; For one thing, the company requires employees to sign a resignation agreement containing non derogatory commitments when leaving, otherwise the option will be canceled. However, in view of the big things, I don't know what the consequences will be. I can only discuss the small things here.
The author of this article: You Yunting, senior partner of Shanghai Dabang Law Firm, intellectual property lawyer. Tel: 8621-52134900, Email: yytbest@gmail.com , this article only represents the author's opinion.
(Statement: This article only represents the author's view, not Sina.com's position.)
