Work and career — advanced

By C1 you have the B2 vocabulary: equity basics, KPIs and OKRs, the conventional gig-economy and remote-work lexicon. The C1 layer is the register-laden and legally-precise vocabulary that operates in HR conversations, M&A and IPO contexts, executive compensation discussions, and the corporate-political language of decision-making. Get these wrong and you sound either naive (using fired where terminated is the operative term) or under-informed (talking about RSUs when the document specifies PSUs).

This lesson focuses on the working-vocabulary clusters that distinguish a competent C1 speaker from a confident operator in American corporate contexts. We assume the B2 equity basics and the everyday OKR / KPI / gig-economy inventory; we work on the higher-register and higher-stakes vocabulary.

Separation register — the fine-grained vocabulary of jobs ending

The most register-charged area in American work vocabulary is how a job ends. Each phrase carries specific legal, financial, and reputational implications. Getting the word wrong in conversation with HR, a recruiter, or a hiring manager signals immediate misunderstanding of the situation.

The full inventory, weakest to strongest

Which to use when

• In casual conversation with a friend: Sarah was laid off last week. (or let go, if you don’t know whether it was layoff or performance)
• In a job interview, about a prior departure: never fired — use the role was eliminated, I was laid off, or I separated from the company. The framing matters for the hiring decision.
• In an HR document or legal context: terminated, discharged, separated. Avoid fired in formal writing.
• In a recruiter conversation about why someone left: let go, transitioned out, departed — soft framings until you know more.
• In an internal company announcement about a layoff: position elimination, restructuring, workforce reduction — never firing or layoffs without softening.

Adjacent vocabulary

• Severance package — negotiated payment in exchange for departure, often including continued benefits and equity treatment.
• Severance alone — the payment, usually a number of months of base.
• Garden leave — paid notice period during which the employee doesn’t work; common in finance to prevent immediate competitor moves.
• Cooling-off period — required gap before joining a competitor or related entity.
• Non-compete (NCA) — contract clause restricting post-departure employment; varies by state (California strongly restricts; Massachusetts limited).
• Non-solicitation (NSA) — restriction on soliciting former clients or coworkers.
• NDA — non-disclosure; survives employment.
• Mutual release — agreement waiving claims on both sides in exchange for severance.
• The package / the offer — the negotiated severance terms.

M&A and IPO lexicon

The vocabulary of mergers, acquisitions, and initial public offerings recurs across business journalism, executive conversation, and equity-compensation contexts.

M&A core terms

• Acquirer / target — the buying entity / the entity being bought.
• Asset deal vs stock deal — buying specific assets vs buying the equity of the entity; major tax and liability differences.
• All-cash deal / all-stock deal / cash-and-stock — the consideration structure.
• Tender offer — public offer to buy shares directly from shareholders, often as part of a takeover.
• Hostile takeover — acquisition over target board’s opposition.
• Friendly merger — both boards approve; usually negotiated.
• Reverse merger — a private company acquires a public shell to go public without an IPO.
• Earnout — additional payment to sellers contingent on the acquired business hitting future targets.
• Working capital adjustment — purchase-price adjustment for working-capital balance at closing.
• Definitive agreement — the signed contract; vs LOI (letter of intent, non-binding).
• Material adverse change (MAC) clause — out-clause for buyer if target’s condition deteriorates.

IPO lexicon

• IPO — initial public offering; the first sale of shares to the public.
• Direct listing — going public without underwriters or new share issuance (Spotify, Slack model).
• SPAC — Special Purpose Acquisition Company; a shell that goes public and then merges with a private company.
• S-1 / S-4 — the SEC registration statements (S-1 for an IPO, S-4 for a stock-based merger).
• Roadshow — pre-IPO presentation tour to institutional investors.
• Quiet period — SEC-restricted period before IPO when company can’t promote its offering.
• Pricing the offering — setting the IPO share price the night before trading begins.
• Pop — first-day price appreciation above IPO price (a 20% pop on day one).
• Broken IPO — one that trades below the offering price post-listing.

Vesting and equity-event specifics

The C1 work-career layer over the B2 equity basics:

• Vesting acceleration — equity vesting faster on a specific event.
• Single-trigger acceleration — equity vests on the acquisition event alone.
• Double-trigger acceleration — equity vests on the acquisition AND a subsequent qualifying event (usually termination without cause within 12 months). Standard for executives at acquired companies.
• Lock-up period — post-IPO restriction (typically 180 days) on insider sales.
• Secondary / secondary sale — selling existing shares (vs primary, which is new issuance). A secondary offering can mean either a secondary sale by insiders or a follow-on issuance by the company; context disambiguates.
• Tender offer (employee) — a company-organized opportunity for employees to sell vested shares back to investors before IPO, providing partial liquidity.
• Cashless exercise — exercising stock options without putting up cash by selling enough shares simultaneously to cover the strike price.
• AMT trap — exercising ISOs can trigger Alternative Minimum Tax on the spread, even before sale; a specific equity-comp tax pitfall.
• 83(b) election — election to be taxed at grant instead of vesting; relevant for restricted stock awards (RSAs).
• Disqualifying disposition — selling ISO shares too early, losing the long-term capital-gains treatment.

US labor law vocabulary

A C1 worker in the US needs to recognize the basic labor-law vocabulary that defines the employment relationship.

At-will employment

• At-will employment — the default in 49 of 50 states (Montana is the exception): either party can end employment at any time, with or without cause and without notice, subject to anti-discrimination protections. Employment offers typically state “your employment is at-will” explicitly.
• Just-cause employment — Montana’s exception; requires demonstrable cause to terminate after a probationary period.
• Wrongful termination — termination that violates law or contract (e.g., discriminatory firing, retaliation, breach of contract).
• Constructive discharge — when working conditions become so intolerable that resignation is forced; legally treated as termination.

Right-to-work and union vocabulary

• Right-to-work state — a state where workers cannot be required to join a union or pay union dues as a condition of employment. About half of US states are right-to-work; Texas, Florida, Arizona, the Carolinas are large examples.
• Union shop / closed shop / open shop — degrees of union membership required (illegal in right-to-work states).
• Section 7 (NLRA) — National Labor Relations Act Section 7, which protects “concerted activity” — workers acting together on workplace concerns. Foundational to union rights and broader workplace organizing.
• NLRB — National Labor Relations Board; the federal agency that enforces the NLRA.
• Card check / election — methods of union recognition (signed authorization cards vs secret-ballot election).
• Collective bargaining agreement (CBA) — the union contract.

Wage and hour law — the FLSA

• FLSA — Fair Labor Standards Act; sets federal minimum wage and overtime rules.
• Exempt vs non-exempt — exempt employees (typically salaried, certain managerial/professional roles) are not entitled to overtime; non-exempt (typically hourly) are.
• Overtime — 1.5× regular pay for hours over 40/week for non-exempt workers under FLSA.
• Misclassification — wrongly labeling a non-exempt worker as exempt (FLSA) or an employee as a 1099 contractor (employment-tax issue). Costly litigation area.
• Independent contractor (1099) vs employee (W-2) — major tax and benefits implications.
• Salary basis test — the FLSA standard for whether a worker is paid on a salary basis (a precondition for exempt status).

Anti-discrimination — EEOC framework

• EEOC — Equal Employment Opportunity Commission; enforces federal anti-discrimination law.
• Title VII — federal statute prohibiting employment discrimination based on race, color, religion, sex, national origin.
• ADA — Americans with Disabilities Act; covers disability discrimination and accommodation.
• ADEA — Age Discrimination in Employment Act; covers 40+ workers.
• Protected class — a category protected by anti-discrimination law (race, sex, age, disability, etc.).
• Disparate treatment vs disparate impact — intentional discrimination vs neutral policies with discriminatory effect.
• Reasonable accommodation — modifications required under the ADA for qualified workers with disabilities.
• Hostile work environment — a Title VII claim for pervasive workplace discrimination or harassment.

Executive compensation — the precise vocabulary

The B2 lesson covered basic equity. The C1 layer is the specific instrument set used in executive compensation and the regulatory framework around it.

Equity instruments — the full set

• ISOs (Incentive Stock Options) — qualifying tax-advantaged options under IRC Section 422; available only to employees, $100K annual vesting limit at grant value, special AMT treatment.
• NSOs / NQSOs (Non-Qualified Stock Options) — options without the ISO tax preferences; can be granted to non-employees (advisors, contractors); spread at exercise is ordinary income.
• RSAs (Restricted Stock Awards) — actual shares granted subject to vesting; recipient owns shares at grant, can make 83(b) election.
• RSUs (Restricted Stock Units) — promise of shares; recipient doesn’t own shares until vesting; cannot make 83(b) election. The dominant equity grant type at public tech companies.
• PSUs (Performance Stock Units) — RSUs that vest based on company performance metrics (revenue, total shareholder return) rather than time alone. Common in executive comp.
• SARs (Stock Appreciation Rights) — cash payment based on stock price appreciation; rare in modern comp.
• Phantom equity — cash-settled equity-like awards used by private companies that don’t want to grant real equity.

Regulatory framework

• Section 162(m) — IRC provision capping public-company deductibility of executive compensation at $1M per “covered employee” (CEO, CFO, three other highest-paid). The 2017 tax reform expanded the covered employees and eliminated some exceptions.
• Section 409A — deferred-compensation rules; missteps trigger 20% penalty tax. Affects how options are priced (fair market value of common stock required).
• Section 280G / parachute payments — limits on tax-deductibility of “golden parachute” payments tied to change-in-control events.
• Say-on-pay — Dodd-Frank-mandated shareholder advisory vote on executive compensation; non-binding but increasingly consequential.
• Pay ratio disclosure — required disclosure of CEO-to-median-worker pay ratio.
• Clawback provisions — Sarbanes-Oxley and Dodd-Frank rules requiring recovery of incentive comp paid based on financial reporting that’s later restated.

Executive comp practice vocabulary

• Golden parachute — large severance payable on change-in-control; common at executive level.
• Golden parachute clawback — modern provision recovering parachute payments if tied to misstated financials.
• Golden handcuffs — equity vesting schedule designed to retain (you give up vested-but-unvested equity by leaving).
• Tax gross-up — additional payment to cover the tax on a benefit. Falling out of favor after Dodd-Frank disclosure rules.
• Founder shares — Class B or other super-voting shares retained by founders.
• Dual-class structure — shares with different voting rights (Google/Meta/Snap structure).

Corporate-political vocabulary — the language of decisions

A specific cluster of vocabulary defines how decisions get made and communicated in American corporate contexts.

Decision-making frameworks

• RACI — Responsible, Accountable, Consulted, Informed; the standard framework for clarifying roles on a project.
• DACI — Driver, Approver, Contributors, Informed; alternative variant.
• Spans of control — number of direct reports a manager has; a flatter org has wider spans.
• IC track vs management track — Individual Contributor vs management career path; the dual-ladder structure most US tech companies use. “Going back to IC” means returning from management to a non-manager senior technical role.
• Senior IC / principal / distinguished — IC-track levels above senior; principal engineer / principal scientist / distinguished engineer are top IC levels.
• Skip level — meeting with your manager’s manager (skipping a level).
• Town hall — all-hands meeting (especially at executive level).
• One-on-one / 1:1 — recurring direct-report meeting.

Post-mortem and review vocabulary

• Post-mortem — review of a project or incident after completion, focused on learning. The autopsy metaphor is universal in tech.
• Blameless post-mortem — a post-mortem culture focused on systems and processes rather than individual fault; standard at well-run engineering orgs.
• Five whys — root-cause analysis technique asking “why?” iteratively.
• Root cause analysis (RCA) — systematic investigation of why an incident happened.
• AAR (After Action Review) — military-origin term; same as post-mortem in some orgs.
• Retro / retrospective — periodic team review (in Agile contexts, after each sprint).
• Pre-mortem — imagining failure before launch to identify risks.

Performance management vocabulary

• PIP (Performance Improvement Plan) — formal performance-improvement process; widely understood as a precursor to termination.
• Calibration — cross-team review to ensure performance ratings are consistent across the org.
• Ranking / stack ranking — comparative performance evaluation across employees; controversial, mostly abandoned but still common at some banks and law firms.
• 360 review — multi-source feedback (peers, reports, manager, self).
• Performance review cycle — the annual or semi-annual formal review process.
• Bell curve — forced-distribution requirement (X% must be rated high, Y% low); widely critiqued.
• Top of band / bottom of band — your compensation position within the salary range for your level.
• Off-cycle increase — a raise outside the normal review timeline (often a counter-offer response).

Strategic and political vocabulary

• Politicking — the negotiation of interests within an organization; understood neutrally in most US workplaces.
• Stakeholder management — managing the interests of people affected by your work.
• Influence without authority — getting things done across teams when you don’t have direct reports.
• Air cover — protection from leadership for a difficult decision or initiative.
• Top-cover — same as air cover; military-origin.
• Building consensus — pre-meeting alignment before formal decisions.
• Pre-wire / pre-meeting — informal alignment before a formal meeting.
• Coalition — informal group aligned on a decision.
• Blocker — someone or something preventing progress.
• Champion — internal sponsor of an initiative.

Common Russian-L1 problems at C1

1. Using fired in job-interview context: I was fired from my last role. → I separated from / transitioned out of / mutually agreed to part ways with my last role. Russian speakers sometimes import direct-translation honesty norms; US professional context requires register-precise framing.
2. Confusing let go with fired: Let go is ambiguous between layoff and performance; using let go loosely when the situation was a clear layoff under-uses the better-framing word laid off.
3. Mixing up RSUs and RSAs: producing I have RSAs that vest quarterly when the grant is actually RSUs. Different tax treatment, different 83(b) implications.
4. Single vs double trigger confusion: not knowing which one your acceleration provision is. Single-trigger and double-trigger have major differences at an acquisition.
5. Using fired in HR documents: in formal HR / legal contexts, the operative term is terminated, terminated for cause, or discharged. Fired is the casual equivalent and is avoided in writing.
6. Confusing IC and management tracks: thinking that going back to IC after a stint as a manager is a demotion. In modern US tech orgs, principal engineer is often paid the same as a director.
7. Treating post-mortem as English literal: it’s the standard term for project review; not jarring or dark in the corporate context.

Summary

• Separation register is the most precision-demanding cluster: mutually agreed separation, counsel out, transition out, let go, laid off, furloughed, riffed, terminated, terminated for cause, discharged, walked out. Get the right word for the situation and the audience.
• M&A and IPO lexicon: tender offer, vesting acceleration (single/double trigger), lock-up, secondary, S-1, roadshow, quiet period, pop, broken IPO.
• US labor law: at-will, right-to-work, FLSA exempt/non-exempt, EEOC, Title VII, ADA, ADEA, Section 7, NLRB, disparate treatment/impact.
• Executive compensation instruments: ISOs, NSOs, RSAs, RSUs, PSUs, SARs, with the regulatory framework (162(m), 409A, 280G, say-on-pay, clawback) that surrounds them.
• Corporate-political vocabulary: RACI, span of control, IC vs management track, post-mortem (blameless), PIP, calibration, 360 review, air cover, pre-wire. The working diction of how decisions get made and reviewed.
• The C1 skill is register precision: knowing which word fits which audience, which legal context, which conversational frame. Get it right and you sound like an experienced operator; get it wrong and you signal that you haven’t done the situational reading.