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Negotiating Employee Stock Options
By Susan Schreter, Mg. Editor
I am considering becoming a top sales executive in a private company. The founder says he will make up the salary cut by giving me a big stock option position. I think the company has potential, so how do I know if I am getting a good deal on the options? How do I negotiate without losing a job I want?
Ideally, everyone wants to work for a growth-oriented company that fosters employee dedication with generous stock option grants. Yet, it is not uncommon for short-sighted founders to offer early recruits a stock option number that sounds fantastic in size but in reality represents a very small piece of the company's "equity pie."

You can evaluate the strength of the proposed deal by asking the founder for two corporate documents: (i) a copy of the company's stock option plan and (ii) the company's current "cap table."

A cap table, short for capitalization table, is a summary document that lists all common shares, preferred shares, warrants and stock options that the company has already issued to investors and other employees. You don't necessarily need to know who owns these shares, just the totals to determine the size of the company's equity pie. The total of all outstanding shares plus the number of unconverted shares underlying all warrants and stock options is known as the company's capitalization on a fully diluted basis.

Overall, your objective is to receive a number of stock options that compensate you for the loss of salary plus a second allocation that represents a standard sales executive incentive package for a similarly sized company.

So what is a reasonable percentage to ask for? Unfortunately there are no fixed rules. The more the company needs your sales leadership, the greater percentage of the company's equity pie you are likely to receive. Young companies may offer 1 to 3 percent, plus additional grants based on exceptional performance.

As there is no free ride, the next consideration is the price per share you will have to pay for your equity position. Your "strike price" should be close to the market value of the company on a per share basis. Rookie stock option negotiators seeking employment in young privately-held companies should watch for strike prices that are much higher than the price recent investors have paid for a share of stock.

Another factor that affects the value of an option is the period before expiration. A stock option with a 7 to 10 year term is more suitable for an early stage company with a long, challenging path to liquidity ahead than a stock option with a 3 to 5 year term before expiration.

If the founder is unreceptive to giving you the company's summary cap table, then you have learned something important about your potential boss. He or she is not forthcoming with the details you need to make an informed decision.

Effective CEO's and business founders that lead young companies to greatness tend to attract top talent, treat them with respect and give them the flexibility to carry out their responsibilities. By asking for the company's capital position, you demonstrate initiative and a level of financial sophistication that is desired by companies on the move. Smart leaders are not offended when equally smart people ask smart questions.

So consider this fact finding exercise as an important opportunity to learn something about the founder's core business building values. You'll also advance your understanding of how growth companies organize their capital structures. No matter the outcome, you're the winner. You can do it!

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