It's a little more complicated than that. As they described it, they own 40%, but if they leave early the company has the right to buy back certain numbers of the shares at the original price. The one year cliff suggests that at this point, the company can buy back everything, but in another month, they will have 10% that's not touchable.
Yeah, but each share is valued at a fraction of a cent. The company will have to cut a check for a few dollars. (Happy to explain more if you’re interested!)
The OP however didn't say who has the power to fire and on what kind of terms. If the other founder can fire him, the 3% was offer for him to leave on good terms. Because they could just fire and OP would get actually 0% and no discussions or negotiations needed.
