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So part of their compensation for working is equity, and when they leave thay have to sign an additional agreement in order to keep their previously earned compensation? How is this legal? Mine as well tell them they have to give all their money back too.

What's the consideration for this contract?



That OpenAI are institutionally unethical. That such a young company can be become rotten so quickly can only be due to leadership instruction or leadership failure.


Look at Sam Altman's career and tweets. He's a clown at best, and at worst he's a manipulative crook who only cares about his own enrichment and uses pro-social ideas to give himself a veneer of trustworthiness.


I fear your characterization diminishes the real risk: he's incredibly well resourced, well-connected and intelligent while being utterly divorced from the reality of the majority he threatens. People like him and Peter Thiel are not simple crooks or idiots - they truly believe in their convictions. This is far scarier.


how does one divorce the belief that technology can be a force for good from the reality that the gatekeepers are so committed to being the most evil they can be


Indeed. I’ve heard first hand accounts that would make it impossible for me to trust him. He’s very good at the game. But I’d not want to touch him with a barge pole.


Any stories or events you can talk about? It sounds interesting


The New Yorker piece is pretty terrifying and manages to be so while bending over backwards to present both sides of not maybe even suck up to SV a bit. Certainly no one forced Altman to say on the record that Ice Nine in the water glass was what he had planned for anyone who crossed him, and no one forced pg to say, likewise on the record that “Sam’s real talent is becoming powerful” or something to that effect.

It pretty much goes downhill from there.


> The New Yorker piece is pretty terrifying and manages to be so while bending over backwards to present both sides of not maybe even suck up to SV a bit. Certainly no one forced Altman to say on the record that Ice Nine in the water glass was what he had planned for anyone who crossed him, and no one forced pg to say, likewise on the record that “Sam’s real talent is becoming powerful” or something to that effect.

Article: https://www.newyorker.com/magazine/2016/10/10/sam-altmans-ma...


For anyone else like me who hasn't read Kurt Vonnegut, but does know about different ice states (e.g. Ice IX):

"Ice Nine" is a fictional assassination device that makes you turn into ice after consuming ice (?) https://en.m.wikipedia.org/wiki/Ice-nine

"Ice IX" (ice nine) is Ice III at a low enough temperature and high enough pressure to be proton-ordered https://en.m.wikipedia.org/wiki/Phases_of_ice#Known_phases

So here, Sam Altman is stating a death threat.


It's more than just a death threat, the person killed in such a manner would surely generate a human-sized pile of Ice 9, which would pose a much greater threat to humanity than any AGI.

If we're seriously entertaining this off-handed remark as a measure of Altman's true character, it means not only would be willing willing to murder an adversary, but he'd be willing to risk all humanity to do it.

What I take away from this remark is that Altman is a nerd, and I look forward to seeing a shaky cell-phone video of him reciting one of the calypsos of Bokonon while dressed as a cultist at a SciFi convention.


> the person killed in such a manner would surely generate a human-sized pile of Ice 9, which would pose a much greater threat to humanity than any AGI.

Oh okay, I didn't really grok that implication from my brief scan of the wiki page. Didn't realize it was a cascading all-water-into-Ice-Nine thing.


just to clarify, in the book it's basically just 'a form of ice that stays ice even when warm'. it was described as an abandoned projected by the military to harden mud for infantry men to cross. just like regular ice crystals, the ice9 crystal pattern 'spreads' across water, but without the need for it to be chilled, eg the body temp water freezes etc, it becomes a 'midas touch' problem to anyone dealing with it.


“Sam is extremely good at becoming powerful” was the quote, which has a distinctly different ring to it. Not that this diminishes from the overall creep factor.


Holy shit I thought he was just good at networking, but it sounds like we have a psychopath in charge of the AI revolution. Fantastic.


> Any stories or events you can talk about? It sounds interesting reply

Paul Graham fired Sam Altman from YC on the spot for "loss of trust". Full details unknown.


The story of the "YC mafia" takeover of Conde Nast era reddit as summarized by ex-ceo Yishan who resigned after tiring of Altman's constant Machiavelli machinations is also hilarious and foreshadowing of future events[0]. I'm sure by the time Altman resigned from the Reddit board OpenAI had long incorporated the entire corpus into ChatGPT already.

At the moment all the engineers at OpenAI, including gdb, who currently have their credibility in tact are nerd-washing Altman's tarnished reputation by staying there. I mentioned this in a comment elsewhere but Peter Hintjens' (ZeroMQ, RIP) book called the "Psychopath Code"[1] is rather on point in this context. He notes that psychopaths are attracted to project groups that have assets and no defenses, i.e. non-profits:

If a group has assets and no defenses, it is inevitable [a psychopath] will invade the group. There is no "if" here. Indeed, you may see several psychopaths striving for advantage...[the psychopath] may be a founder, yet that is rare. If he is a founder, someone else did the hard work. Look for burned-out skeletons in the closet...He may come with grand stories, yet only by his own word. He claims authority from his connections to important people. He spends his time in the group manipulating people against each other. Or, he is absent on important business...His dominance is not earned, yet it is tangible...He breaks the social conventions of the group. Social humans feel fear and anxiety when they do this. This is a dominance mask.

A group of nerds that want to get shit done and work on important problems, who are primed to be optimistic and take what people say to their face at face value, and don't want to waste time with "people problems" are susceptible to these types of characters taking over.

[0] https://old.reddit.com/r/AskReddit/comments/3cs78i/whats_the...

[1]https://hintjens.gitbooks.io/psychopathcode/content/chapter4...


the name OpenAI itself reminds me every day of this.


It’s “Open” as in “open Pandora’s box”, not “open source”. Always has been.


I knew their vision of open source AI wouldn't last but it surprised me how fast it was.


That vision, if it was ever there, died before ChatGPT was released. It was just a hiring scheme to attract researchers.

pg calls sama ‘naughty’. I call him ‘dangerous’.


I'm still finding it difficult to understand how their move away from the non-profit mission was legal. Initially, you assert that you are a mission-driven non-profit, a claim that attracts talent, capital, press, partners, and users. Then, you make a complete turnaround and transform into a for-profit enterprise. Why this isn't considered fraud is beyond me.


My understanding is that there were two corporate entities, one of which was always for-profit.


It was impractical from the start; they had to pivot before a they were able to get an LLM proper out (before ~anyone had heard of them)


Many easily fooled rubes believe that veneer, so I guess it's working for him.


The startup world (as the artistic world, the sports world, etc) values healthy transgression of the rules

But the line between healthy and unlawful transgression can be a thin line


The startup world values transgression of the rules.


Social engineering has been a thing well before computers and the internet...


Awfully familiar to the other South-African emerald mine inheritor tech mogul.


I'm starting to think the relatives of South African emerald mine owners might not be the best people to trust...


You are not responsible for the sins of your father regardless of how seriously fucked in the head he is.


No but there is the old nature versus nurture debate. If you're raised in a home with a parent who has zero qualms about exploiting human suffering for profit, that's probably going to have an impact, right?


What are you implying here? The answer to the nature vs. nurture debate is "both", see "epigenetics" for more.

When considering the influence of a parent with morally reprehensible behavior, it's important to recognize that the environment a child grows up in can indeed have a profound impact on their development. Children raised in households where unethical behaviors are normalized may adopt some of these behaviors themselves, either through direct imitation or as a response to the emotional and psychological environment. However, it is equally possible for individuals to reject these influences.

Furthermore, while acknowledging the potential impact of a negative upbringing, it is critical to avoid deterministic assumptions about individuals. People are not simply products of their environment; they possess agency and the capacity for change, and we need to realize that not all individuals perceive and respond to environmental stimuli in the same way. Personal experiences, cognitive processes, and emotional responses can lead to different interpretations and reactions to similar environmental conditions. Therefore, while the influence of a parent's actions cannot be dismissed, it is neither fair nor accurate to presume that an individual will inevitably follow in their footsteps.

As for epigenetics: it highlights how environmental factors can influence gene expression, adding a layer of complexity to how we understand the interaction between genes and environment. While the environment can modify gene expression, individuals may exhibit different levels of susceptibility or resistance to these changes based on genetic variability.


> However, it is equally possible for individuals to reject these influences.

The crux of your thesis is a legal point of view, not a scientific one. It's a relic from when Natural Philosophy was new and hip, and fundamentally obviated by leaded gasoline. Discussing free will in a biological context is meaningless because the concept is defined by social coercion. It's the opposite of slavery.


From a game theory perspective, it can make sense to punish future generations to prevent someone from YOLO'ing at the end of their life. But that only works if they actually care about their children, so perhaps it should be, "you are less responsible for the sins of your father the more seriously fucked in the head he is."


This is a great sentiment in theory. But it assumes that the child is actually interested in rejecting those sins - and accepting the economic consequences of equality (e.g. them not being filthy stinking rich).

In practice most rich people spoil the shit out of their kids and they wind up being even more fucked in the head than their parents.


Lmao no point in worrying about AI spreading FUD when people do it all by themselves.

You know what AI is actually gonna be useful for? AR source attachments to everything that comes out of our monkey mouths, or a huge floating [no source] over someone's head.

Realtime factual accuracy checking pls I need it.


Who designs the training set for your putative "fact checker" AI?


If it comes packaged with the constant barrage of ridicule and abuse from others for daring to be slightly wrong about something, nobody may as well talk at all.


Are you saying that Altman has family that did business in South African emerald mines? I can't find info about this


They are referring to Elon Musk.


Saying the other suggested there were 2.


No. Some dude that launches rockets did, though.


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Surely people trying to build rockets are trying to do _the opposite_ of "bringing people down"?


The rockets are reusable, the people are expendable.


You are literally repeating false smears about Elon Mask. No emerald mine has ever been owned by anyone in Elon's family, and Elon certainly didn't inherit any of it. I find it very ironic that you are doing this while accusing someone of being a manipulative crook.


Please. Elon's track record to take tesla from concept car stage to current mass production levels and building SpaceX from scratch is hardly comparable to Altman's track record.


Indeed, at least Elon and his teams actually accomplished something worthwhile compared to Altman.


And don't forget StarLink that revolutionized satellite communications.


SpaceX didn’t start from scratch. Their initial designs were based on NASA designs. Stop perpetuating the “genius engineer” myth around Elon Musk.


“If you wish to make an apple pie from scratch You must first invent the universe”

…no one “started from scratch", the sum of all knowledge is built on prior foundations.


I feel like Steve Jobs also fits this category if we are going to talk about people who aren't really worthy of genius title and used other people's accomplishments to reach their goals.

We all know it as the engineers who made iPhone possible.


Someone far more deserving of the title, Dennis Ritchie, died a week after Jobs' stupidity caught up with him. So much attention to Jobs who didn't really deserve it, and so little to Dennis Ritchie who made such a profound impact on the tech world and society in general.


I think Ritchie's influence while significant is overblown and not entirely positive. I am not a fan of Steve Jobs, who had many reprehensible traits, but I find it ridiculous to dismiss his genius. Frankly, I find Jobs's ability to manipulate people more impressive than Ritchie's ability to manipulate machines.


> not entirely positive

I don't know if he was responsible, but null-terminated strings has got to be one of the worst mistakes in computer history.

That said, how is the significance of C and Unix "overblown"?

I agree Jobs was brilliant at manipulating people, I don't agree that that should be celebrated.


The main reason C and Unix became widespread IMHO is not because they were better than the alternatives, but rather because AT&T distributed them with source code at no cost, and their motivation for doing that was not altruistic, but rather the need to obey a judicial decree or an agreement made at the end of an anti-trust court case under which IBM and AT&T were ordered not to enter each other's markets. I.e., AT&T was prohibited from selling computer hardware and software, so when they accidentally found themselves to be owners of some software that some universities and research labs wanted to use, they gave it away.

C and Unix weren't and aren't bad, but they are overestimated in comments on this site a lot. They weren't masterpieces. The Mac was a masterpiece IMHO. Credit for the Mac goes to Xerox PARC and to Engelbart's lab at Stanford Research Institute, but also to Jobs for recognizing the value of the work and leading the first implementation of it available to a large fraction of the population.


The people downvoting have never read the Isaacson book obviously.


More like ppl on this site know and respect Jobs for his talent as a revolutionary product manager-style CEO that brought us IPhone and subsequent mobile Era of computing.


Mobile era of computing would have happened just as much if Jobs had never lived.


To be fair, who else could have gone toe-to-toe with the telecom incumbents? Jobs almost didn't succeed at that.


Jobs was a bully through and through.


By that logic nothing has started from scratch.


SpaceX is still the only company with reusable rockets. NASA only dreams about it and cant even make a regular rocket launch on time


Altman is riding a new tech wave, and his team has a couple of years' head start. Musk's reusable rockets were conceptualized a long time ago (Tintin's Destination Moon dates back to 1953) and could have become a reality several decades ago.


You seriously trying to take his credit away for reusable rocket with "nu uh, it was in scifi first?" Wow.

"A cynical habit of thought and speech, a readiness to criticize work which the critic himself never tries to perform, an intellectual aloofness which will not accept contact with life's realities—all these are marks, not ... of superiority but of weakness.”


What's wrong with weakness? Does it make you feel contempt?


No, in fact I'm praising Musk for his project management abilities and his ability to take risks.

>"nu uh, it was in scifi first?" Wow.

https://en.wikipedia.org/wiki/McDonnell_Douglas_DC-X

>NASA had taken on the project grudgingly after having been "shamed" by its very public success under the direction of the SDIO.[citation needed] Its continued success was cause for considerable political in-fighting within NASA due to it competing with their "home grown" Lockheed Martin X-33/VentureStar project. Pete Conrad priced a new DC-X at $50 million, cheap by NASA standards, but NASA decided not to rebuild the craft in light of budget constraints

"Quotation is a serviceable substitute for wit." - Oscar Wilde


But he is a manager, not an engineer although he sells himself off as such. He keeps smart capable folks around, abuses most of them pretty horribly, and when he intervenes with products its hit and miss. For example latest Tesla Model 3 changes must have been pretty major fuckup and there is no way he didn't ack it all.

Plus all self-driving lies and more lies well within fraud territory at this point. Not even going into his sociopathic personality, massive childish ego and apparent 'daddy issues' which in men manifest exactly like him. He is not in day-to-day SpaceX control and it shows.


You’re confusing mommy and daddy issues. Mommy issues is what makes fash control freaks.


"A cynical habit of thought and speech, a readiness to criticize work which the critic himself never tries to perform, an intellectual aloofness which will not accept contact with life's realities—all these are marks, not ... of superiority but of weakness.”


As is repeatedly spamming the same pasta


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I'm no fan of Sam Altman, but between the two, Elon lies much more often. He's lied about FSD for years, lied about not selling his Tesla stock, lied about "robotaxies" for years, lied about the roadster for years, lied about "funding secured" for Tesla, lied about his twitter free speech ethos, spreads random lies about people he doesn't like, and so much more. The guy is a compulsive liar.


You could also come up with many examples where he worked hard against repeating lies from others since he often reasons from first principles.

But yes you’re right. The difference is probably whether one "beliefs" Elon is beneficial for the world or not.


> The difference is probably whether one "beliefs" Elon is beneficial for the world or not.

I don't think he matters that much, good or bad. Yes, I know he's a billionaire, but in practical terms he hasn't done much, especially compared to the other tech moguls like jobs, bezos, gates, zuck, larry/sergy etc. All those others oversaw companies that completely revolutionized life for everyone on the planet. By comparison, Tesla makes really fun luxury cars that most people can't afford, and all his other companies are vaporware besides spacex which has almost no practical impact on people's lives. You could argue starlink has some impact, but for the vast majority of the population that can afford starlink, terrestrial broadband fills their need.


> you’ll see that he cares a lot about the truth.

Didnt he call the cave diver, a pedo and the guy who attacked Pelosi's husband they were in a gay relationship.


He doesn't seem have much of a filter because of his aspergers, but I think he genuinely believed those things. And they are more on the level of calling people names on the playground anyway. In the grand scheme of things, those are pretty shallow "lies".


Oh so it’s ok to lie and call people a pedophile (which is far beyond playground name-calling; from a famous person a statement like that actually carries a lot of weight) if you genuinely believe it and have Asperger’s?

Those might explain his behavior, but it does not excuse it.


Musk fans will contort into pretzels. He genuinely believed it. Just an insult. Just trading shots because the guy called his idea stupid.

It’s the RDF.


He's 52. And running multiple companies. Aspergers is not a justification for his shitty behavior (and blaming this behavior on Aspergers harms perception of people with Aspergers)


I have multiple relatives on the spectrum. None of them baselessly accuse strangers of being pedophiles.

It's not Musk's lack of filter that makes him unhinged and dangerous. It's that he's deeply stupid, insecure, racist, enamored of conspiracy theories, and powerful.


I figure its the chronic drug abuse and constant affirmation he receives from his internet fanboys and enabler yes-men on his board who are financially dependent on him. he doesn't ever receive push-back from anyone so he get more and more divorced form reality.


> If you watch some long form interviews with Elon, you’ll see that he cares a lot about the truth.

You mean the guy who's infamous for lying? The guy who claimed his car was fully self driving more than a decade before it is? The guy who tweeted "funding secured" and facing multiple fraud charges?


Tbh, he wasn’t convicted as far as I know.

But yes, he’s overly optimistic with timelines. He says so himself.


The first time someone is "overly optimistic with a timeline", you should forgive them.

The tenth time, you should have the good sense to realize that they're full of shit and either a habitual liar or utterly incompetent.


Realists are incapable of pushing frontiers.

If you are doing something that has been done before, hire a realist. Your project will ship on time and within budget. If you are doing something that hasn't been done before, you need an optimist. Partly because the realists run for the hills -- they know the odds and the odds are bad -- but also because their hedging behavior will turn your small chance of success into zero chance of success. On these projects, optimism doesn't guarantee success, but pessimism/realism does guarantee failure.

So no, I am not scandalized to find that the world's biggest innovator (I hate his politics, but this is simply the truth) is systematically biased towards optimism. It's not surprising, it is inevitable.


Wright Brothers took a risk and build first planes but didn't have to lie that their planes already left the ground before they did. They didn't claim "it would fly a year from now", they just build it over and over until it flew.

They were optimistic and yet they found a way to be optimistic without claiming anything untruthful.

Clément Ader, on the other hand, claimed that his innovation flew, and was ridiculed when he couldn't proof it.

One look at their works and it's clear who influenced modern planes, and who didn't.


The Wright Brothers are infamous for failing to industrialize their invention -- something that notoriously requires investors and hype. Perhaps they wouldn't have squandered their lead if they had been a bit more public with their hopes and dreams.


There is a difference between saying "we believe we will achieve X in the next year" and "we will achieve X in the next year." Each framing has its advantages and disadvantages, but it's hard to accuse the person who makes the former statement of lying.


>Man who’s the second richest, led companies that made electric cars and reusable rockets

>> Random HN commentator : utterly incompetent

I want what you’re smoking


Yes, he is largely incompetent but with a great nose for picking up good companies: https://news.ycombinator.com/item?id=40066514


He may be the second richest but he still doesn’t seem competent enough to provide remotely reasonable estimates.

That, or he’s just a straight up liar who knows the things he says are never going to happen.

Which would you rather it be?



It didn't take long to drag Elon into this thread. The bitterness and cynicism is unreal.


I'm surprised at such a mean comment and lots of follow-ups with agreement. I don't know Sam personally, I've only heard him here and there online from before OpenAI days and all I got was a good impression. He seems smart and pretty humble. Apart from all openai drama which I don't know enough to have an opinion, past-openai he also seems to be talking with sense.

Since so many people took time to put him down there here can anybody provide some explanation to me? Preferably not just about how closed openai is, but specifically about Sam. He is in a pretty powerful position and maybe I'm missing some info.


People who have worked with him have publicly called him a manipulative liar:

https://www.reddit.com/r/OpenAI/comments/1804u5y/former_open...


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Idk, everyone loves Carmack


Carmack did his thing 40 years ago; before social media was as prevalent. I'm sure if the community was as large and talkative then as they were today; you'd find many detractors.


What about Palmer Luckey ? I don't think he received a lot of criticism before he founded Anduril Industries.


I don't have a strong opine on him; quick wikipedia skim tells me certain crowds probably hate him as a military contractor. Some people hate anyone/thing associated with that space.


True. And does anyone talk bad about the two Google founders? They are pretty much invisible multi-billionaires now. That is a major accomplishment!


I shared stage with Sam at one point for an hour and was not impressed. Obviously I was wrong as Sam has accomplished so much in the meantime, but my initial impression wasn't much. How he did it is for him to know and for others to ...


What do you mean by not impressed?


Probably did not see him as a future billionaire.


Well, more than 90% of OpenAI employees backed him up when the board fired him. Maybe he's not the clown you claim he is.


Or they didn’t want the company, their job, and all of their equity to evaporate


Well, if he's a clown then his departure should cause the opposite, no? And you're right, more than 90% of them said we don't want the non-profit BS and openness. We want a unicorn tech company that can make us rich. Good for them.

Disclaimer: I'm Sam's best friend from kindergarten. Just joking, never met the guy and have no interest in openai beyond being a happy customer (who will switch in a heartbeat to the competitors' if they give me a good reason to)


> Well, if he's a clown then his departure should cause the opposite, no?

Nope, not even close to necessarily true.

> more than 90% of them said we don't want the non-profit BS and openness. We want a unicorn tech company that can make us rich. Good for them.

Sure, good for them! Dissolve the company and its charter, give the money back to the investors who invested under that charter, and go raise money for a commercial venture.


People are self-motivated more often than not.


We already know there's been a leadership failure due to the mere existence of the board weirdness last year; if there has been any clarity to that, I've missed it for all the popcorn gossiping related to it.

Everyone including the board's own chosen replacements for Altman siding with Altman seems to me to not be compatible with his current leadership being the root cause of the current discontent… so I'm blaming Microsoft, who were the moustache-twirling villains when I was a teen.

Of course, thanks to the NDAs hiding information, I may just be wildly wrong.


Everyone? What about the board that fired him, and all of those who’ve left the company? It seems to me more like those people are leaving who are rightly concerned about the direction things are going, and those people are staying who think that getting rich outweighs ethical – and possibly existential – concerns. Plus maybe those who still believe they can effect a positive change within the company. With regard to the letter – it’s difficult to say how many of the undersigned simply signed because of social pressure.


> Everyone? What about the board that fired him,

I meant of the employees, obviously not the board.

Also excluded: all the people who never worked there who think Altman is weird, Elon Musk who is suing them (and probably the New York Times on similar grounds), and the protestors who dropped leaflets on one of his public appearances.

> and all of those who’ve left the company?

Happened after those events; at the time it was so close to being literally employee who signed the letter saying "bring Sam back or we walk" that the rest can be assumed to have been off sick that day even despite the reputation the US has for very limited holidays and getting people to use those holidays for sick leave.

> It seems to me more like those people are leaving who are rightly concerned about the direction things are going, and those people are staying who think that getting rich outweighs ethical – and possibly existential – concerns. Plus maybe those who still believe they can effect a positive change within the company.

Obviously so, I'm only asserting that this doesn't appear to be due to Altman, despite him being CEO.

("Appear to be" is of course doing some heavy lifting here: unless someone wants to literally surveil the company and publish the results, and expect that to be illegal because otherwise it makes NDAs pointless, we're all in the dark).


It's hard to guage exactly how much credence to put in that letter due to the gag contracts.

How much was it in support of Altman and how much was in opposition to the extremely poorly explained in board decisions, and how much was pure self interest due to stock options?

I think when a company chooses secrecy, they abandon much of the benefit of the doubt. I don't think there is any basis for absolving Altman.


Clearly by design.

The most dishonest leadership.


To borrow the catchphrase of one of my favorite hackers ever: “correct”.


The thing is that this is a private company, so there is no public market to provide liquidity. The company can make itself the sole source of liquidity, at its option, by placing sell restrictions on the grants. Toe the line, or you will find you never get to participate in a liquidity event.

There's more info on how SpaceX uses a scheme like this[0] to force compliance, and seeing as Musk had a hand in creating both orgs, they're bound to be similar.

[0] https://techcrunch.com/2024/03/15/spacex-employee-stock-sale...


Whoa. That article says that SpaceX does tender offers twice a year?! That's so much better than 99% of private companies, it makes it almost as liquid for employees as a public company.


Which in a real way makes the threat of being left out of liquidity rounds that much more powerful a tool for keeping people looking forward to an actual windfall in their lane.


> What's the consideration for this contract?

Consideration is almost meaningless as an obstacle here. They can give the other party a peppercorn, and that would be enough to count as consideration.

https://en.wikipedia.org/wiki/Peppercorn_(law)

There might be other legal challenges here, but 'consideration' is unlikely to be one of them. Unless OpenAI has idiots for lawyers.


Right, but the employee would be able to refuse the consideration, and thus the contract, and the state of affairs wouldn't change. They would be free to say whatever they wanted.


If they refuse the contract then they lose out on their options vesting. Basically, OpenAI's contracts work like this:

Employment Contract the First:

We are paying you (WAGE) for your labor. In addition you also will be paid (OPTIONS) that, after a vesting period, will pay you a lot of money. If you terminate this employment your options are null and void unless you sign Employment Contract the Second.

Employment Contract the Second:

You agree to shut the fuck up about everything you saw at OpenAI until the end of time and we agree to pay out your options.

Both of these have consideration and as far as I'm aware there's nothing in contract law that requires contracts to be completely self-contained and immutable. If two parties agree to change the deal, then the deal can change. The problem is that OpenAI's agreements are specifically designed to put one counterparty at a disadvantage so that they have to sign the second agreement later.

There is an escape valve in contract law for "nobody would sign this" kinds of clauses, but I'm not sure how you'd use it. The legal term of art that you would allege is that the second contract is "unconscionable". But the standard of what counts as unconscionable in contract law is extremely high, because otherwise people would wriggle out of contracts the moment that what seemed like favorable terms turned unfavorable. Contract law doesn't care if the deal is fair (that's the FTC's job), it cares about whether or not the deal was agreed to.


If say that you were working at Reddit for quite a number of years and all your original options had vested and you had exercised them, then since Reddit went public you would now easily be able to sell your stocks, or keep them if you want. So then you wouldn’t need to sign the second contract. Unless of course you had gotten new options that hadn’t vested yet.


My understanding is as soon as you exercise your options you own them, and the company can’t take them from you.

Can anyone confirm this?


With private stocks, they can put further restrictions on what you can do with your stocks.


Sure, but in the event of liquidity, can they refuse to pay me the value of my shares? For any reason?


If they have even moderately clever lawyers and accountants, yes.

See eg https://en.wikipedia.org/wiki/Shareholder_rights_plan also known as a 'Poison Pill' to give you inspiration for one example.


> There is an escape valve in contract law for "nobody would sign this" kinds of clauses

Who would sign a contract to willfully give away their options?


The same sort of person who would sign a contract agreeing that in order to take advantage of their options, they need to sign a contract with unclear terms at some point in the future if they leave the company.

Bear in mind there are actually three options, one is signing the second contract, one is not signing, and the other is remaining an employee.


Btw, do you have any idea whey they even bother with the second contract? Couldn't they just write the same stuff into the first contract in the first place?


Because people might actually object to it if it was in the first contract.


is it even a valid contract clause to tie the value of something to a future completely unknown agreement? (or yes, it's valid, and it means that savvy folks should treat it as zero.)

(though most likely the NDA and everything is there from day 1 and there's no second contract, no?)


> is it even a valid contract clause to tie the value of something to a future completely unknown agreement?

I don't know about this specific case, but many contracts have these kinds of provisions. Eg it's standard in an employment contract to say that you'll follow the directions of your bosses, even though you don't know those directions, yet.


Maybe. But whether the employee can refuse the gag has nothing to do at all with the legal doctrine that requires consideration.


Ok but peppercorn or not, what’s the consideration?


Getting a certain amount (according to their vesting schedule) of stock options, which are worth a substantial amount of money and thus clearly is "good and valuable consideration".


The original stock and vesting agreement that was part of their original compensation probably says that you have to be currently employed by OpenAI for the vesting schedule to apply. So in that case the consideration of this new agreement is that they get to keep their vesting schedule running even though they are no longer employees.


That's the case in many common/similar agreements, but the OpenAI agreement is different because it's specifically clawing back already vested equity. In this case, I think the consideration would be the company allowing transfer of the shares / allowing participation in buyback events. Otherwise until the company goes public there's no way for the employees to cash out without consent of the company.


but can they simply leave with the already vested options/stock? are there clawback provisions in the initial contract?


"I'll pay you a dollar to shut up"

"Deal"


In the past a lot of options would expire if you didn’t exercise them within eg. 90 days of leaving. And exercising could be really expensive.

Speculation: maybe the options they earn when they work there have some provision like this. In return for the NDA the options get extended.


Options aren't vested equity though.


... They definitely can be. When I worked for a small biotech company all of my options had a tiered vesting schedule.


Options aren't equity, they're only the option to buy equity at a specified price. Vesting just means you can actually buy the shares at the set strike pice.

For example, you may join a company and be given options to buy 10,000 shares at $5 each with a 2 year vesting schedule. They may begin vesting immediately, meaning you can buy 1/24th of the total options each month (or 614 shares). Its also common for a delay up front where no options vest until you've been with the company for say 6 or 12 months.

Until an option vests you don't own anything. Once it vests, you still have to buy the shares by exercising the option at the $5 per share price. When you leave, most companies have a deadline on the scale of a few months where you have to either buy all vested shares or forfeit them and lose the stock options.


> buy all vested shares

The last time I did this I didn't have to buy all of the shares.


I think they mean that you had to buy all the ones you wanted to keep.


That is tautological... You buy what you want to own???


There can be an advantage to not exercising: it causes a taxable event the IRS will want a cut of the difference between your exercise value and the current valuation, it requires you to commit real money to buy shares that may never be worth anything ....

And there are advantages to exercising: many (most?) companies take back unexercised shares a few weeks/months after you leave, it kicks in a CGT start date, so you can end up paying a lower CGT tax when you eventually sell

You need to understand all this stuff before you make a choice that's right for you


The point being made is that it isn’t all or nothing, you can buy half the vested options and forfeit the rest, should you want to.


Wait, wait. Who is on first?


We’d usually point people here to get a better overview of how options work:

https://carta.com/learn/equity/stock-options/


Options can vest as do stock grants as well.


Unless I'm mistaken, the difference is that grants vest into actual shares while options only vest into the opportunity to buy the shares at a set price.

Part of my hiring bonus when joining one of the big tech companies were stock grants. As they vested I owned shares directly and could sell them as soon as they vested if I wanted to.

I also joined a couple startups later in my career and was given options as a hiring incentive. I never exercised the vested options so I never owned them at all, and I lost the optios after 30-90 days after leaving the company. For grants I'd take the shares with me and not have to pay for them, they would have directly been my shares.

Well, they'd actually be shares owned by a clearing house and promised to me but that's a very different rabbit hole.


    > Well, they'd actually be shares owned by a clearing house and promised to me but that's a very different rabbit hole.
You still own the shares, not the clearing house. They hold them on your behalf.


Looks like I used the wrong term there, sorry. I was referring to Cede & Co, and in the moment assumed they could be considered a clearing house. It is technically called a certificate depository, sorry for the confusion there.

Cede & Co technically owns most of the stock certificates today [1]. If I buy a share of stock I end up actually owning an IOU for a stock certificate.

You can actually confirm this yourself if you own any stock. Call the broker that manages your account and ask who's name is on the stock certificate. It definitely isn't your name. You'll likely get confused or unclear answers, but if you're persistent enough you will indeed find that the certificate is almost certainly in the name of Cede & Co and there is no certificate in your name, likely no share identifier assigned to you either. You just own the promise to a share, which ultimately isn't a problem unless something massive breaks (at which point we have problems anyway).

[1] https://en.m.wikipedia.org/wiki/Cede_and_Company


Real question: Why do you care so much about this topic? Are you distrustful of the setup?


You are the beneficial owner, but the broker is the titled owner, acting as custodian on your behalf


If I'm not mistaken, at least in the US most brokers also aren't the titled owner. That falls to Cede & Co which acts as a securities depository.

This is where the waters get murky and really risk conspiracy theory. My understanding, though, is that the legal rights fall to the titled owner and financial institutions, with the legal benefactor having very little recourse should anything actually go wrong.

The Great Taking [1] goes into more detail, though importantly I'm only including it here as a related resource if anyone is interested to read more. The ideas are really interesting and, at least in isolation, do make logical sense to me but I haven't had time to do my own digging deep enough to really feel confident enough to stand behind everything The Great Taking argues.

[1] https://thegreattaking.com/


I would bet my left leg that the US gov't would never allow Cede & Co. to fail. Same for Options Clearing Corp. They are too important to a highly functioning financial system.


> They hold them on your behalf.

Possession is 90% of ownership


Banks and trading houses are kind of the exception in that regard. I pay my bank monthly for my mortgage, and thus I live in a house that the bank could repossess if they so choose.


The phrase really should be about force rather than possession. Possession only really makes a difference when there's no power imbalance.

Banks have the legal authority to take the home I possess if I don't meet the terms of our contract. Hell, I may own my property outright but the government can still claim eminent domain and take it from me anyway.

Among equals, possession may matter. When one side can force you to comply, possession really is only a sign that the one with power is currently letting you keep it.


    > the bank could repossess if they so choose
Absolutely not. You are protected my law, regardless of whatever odious mortgage contract that you signed.

What is about HN that makes so many commenters incredibly distrustful of our modern finance system? It is tiring, and they rarely (never?) offer any sound evidence to the matter. Post GFC, it is working very well.


Re-read the post you’re replying to. They said options are not vested equity, which they aren’t. You still need to exercise an option that has vested to purchase the equity shares.

They did not say “options cannot get granted on a tiered vesting schedule”, probably because that isn’t true, as options can be granted with a tiered vesting schedule.


They aren't equity no matter what though?

They can be vested, I realize that.


My unreliable memory is Altman was ( once? ) in favor of extending the period for exercising options. I could be wrong of course but it is consistent with my impression that making other people rich is among his motivations. Not the only one of course. But again I could be wrong.


Wouldn't be too surprised if he changed his mind since then. He is in a very different position now!


Unless a PTEP (Post Termination Exercise Period) beyond the ordinary three months was on offer, there probably wouldn't be a story because the kind of people OpenAI hires would tend to be adverse to working at a place with a PTEP less than three months.

Or not, I could be wrong.


I guess there are indeed countries where this is illegal. Funny that it seems to be legal in the land of the free (speech).


Unfortunately this is how most startup equity agreements are structured. They include terms that let the company cancel options that haven’t been exercised for [various reasons]. Those reasons are very open ended, and maybe they could be challenged in a court, but how can a low level employee afford to do that?


I don’t know of any other such agreements that allow vested equity to be revoked, as the other person said. That doesn’t sound very vested to me. But we already knew there are a lot of weird aspects to OpenAI’s semi-nonprofit/semi-for-profit approximation of equity.


As far as I know it’s part of the stock plan for most startups. There’s usually a standard clause that covers this, usually with phrasing that sounds reasonable (like triggering if company policy is violated or is found to have been violated in the past). But it gives the company a lot of power in deciding if that’s the case.


I'm guessing unvested equity is being treated separately from other forms of compensation. Normally, leaving a company loses the individual all rights to unvested options. Here the considetation is that options are retained in exchange for silence.


They earned wages and paid taxes on them. Anything on top is just the price they're willing to accept in exchange for their principles.


How do you figure that they should pay an additional price (their principle/silence) for this equity when they've supposedly earned it during their employment (assuming this was not planned when they got hired, since they make them sign new terms at the time of their departure)?


I think we should have the exit agreement (if any) included and agreed to as part of the signing the employment contract.


I assume it’s agreed to at time of employment? Otherwise you’re right that it doesn't make sense


Why do you assume this if it is said here and in the article that they had to sign something at the time of the departure from the company?


I would guess it’s a bonus and part of their bonus structure and they agreed to the terms of any exit/departure, when they sign their initial contract.

I’m not saying it’s right or that I agree with it, however.


It's also really weird equity: you don't get an ownership stake in the company but rather profit-sharing units. If OpenAI ever becomes profitable (color me skeptical), you can indeed get rich as an employee. The other trigger is "achieving AGI", as defined by sama (presumably). And while you wait for these dubious events to occur you work insane hours for a mediocre cash salary.


Perhaps they are stock options and leaving without signing would make them evaporate, but signing turns them back into long-lasting options?


In the initial hiring agreement, this would be stated and the employee would have to agree to signing such form if they are to depart


Yeah you don't have to sign anything to quit. Ever. No new terms at that time, sorry.


There is usually a carrot along with the stick.




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