RATCHET
Механизм передачи акций инвестора менеджменту при достижении бизнесом определенных показателей.

A ratchet is an anti-dilution protection mechanism whereby management’s equity stake may be altered on the happening of various future events. Ratchet is provided as an incentive to management, as they are given the opportunity to achieve additional economic compensation. It is provided in the form of additional economic rights attached to the managers’ preferred shares.
A ratchet requires clear determination of the triggering event and the date and form of payment.

Ratchet is an anti-dilution mechanism that protects a series of preferred stock by automatically adjusting the conversion price to a lower price in the event that the preferred series was issued at a higher amount.

In early-stage investing, a ratchet is viewed as highly non-standard, at least in Silicon Valley.