You should consult a lawyer about this. You might be SOL but if this happened to several people, you might be able to show the company didn't act in good faith because there's a pattern of people about to receive their bonus being laid off. Layoffs aren't meant to work that way.
Generally layoffs involve someone who doesn't know who you are picking names almost at random from a spreadsheet. Management may fight for certain people to stay. Then legal and HR get involved and look through the layoff list to see if the chosen employees are problematic. For example, if the layoffs include too many people from protected classes, which opens them up to being sued. For example, if your company is 20% women but the layoffs are 50% women, that's going to be an issue.
Avoiding paying substantial retention bonuses can work the same way, if a pattern can be shown.
A simple letter from a lawyer probably won't do anything. Large companies are prepared for that.
For anyone who does come across this, here's my best advice: if you are acquired and your new employment contract includes a retention bonus, you want that contract to say that the retention bonus is payable unless:
1. You leave voluntarily within that period; or
2. You are terminated with cause within that period.
Otherwise, you should get it.
Yes as a person who had such a retention bonus before (from Google even) to me this seems rather cut and dry. Usually such bonuses are a mix of cash and RSUs, and set over a 3-4 year period. And are often also based on a perception of what the employees existing options were in the startup that they came from.
IMHO they should absolutely be paid out the whole amount of the remaining retention bonus at layoff. On the principle of things alone. Can't speak to the legality of it.
>2. You are terminated with cause within that period.
Are layoffs considered to be with cause?
No