The Negotiation Mindset
Everything is negotiable - the question is whether they'll negotiate with you. Your leverage depends on how much they want you, the market, and how reasonable your asks are. Ask for changes before you sign, not after.
| What to Negotiate | SDR/Sales | Engineer | Executive |
|---|---|---|---|
| Base Salary | Med | High | High |
| Commission | High | - | Med |
| Equity | Med | High | High |
| Exercise Window | Low | High | High |
| IP Assignment | Low | High | Med |
| Severance | Low | Low | High |
| Non-Compete | High | High | High |
Compensation Negotiations
Base Salary
Usually Works
The most common negotiation point
Leverage:
High
Ask for 10-20% above initial offer if you have competing offers or strong market data.
📧 Script
"Thank you for the offer. I'm excited about this role and confident I can make an impact. Based on my research of market rates for this position in the Bay Area, and considering my [specific experience], I was hoping for a base salary closer to $X. Is there flexibility here?"
If They Won't Budge
Ask about a signing bonus instead. It's often easier to approve a one-time payment than increase ongoing salary budget.
Equity - Number of Shares
Usually Works
Often more negotiable than salary
Leverage:
High
Equity doesn't affect current cash flow, so startups often have room here. Negotiate:
- Number of shares/options
- Vesting schedule (3-year instead of 4)
- Cliff reduction (6 months vs 1 year)
- Refresh grants at intervals
📧 Script
"Could you share the current 409A valuation and total shares outstanding? I want to understand what X shares represents. Given my [experience/competing offer], I'd like to discuss increasing the grant to Y shares."
Exercise Window
Sometimes Works
Critical for startup equity
Leverage:
Medium
Standard 90 days can force you to forfeit equity. Ask for 1-10 year windows.
📧 Script
"The 90-day exercise window creates significant risk given the strike price and tax implications. Many companies now offer extended windows - would you consider extending to X years, or at least providing an extended window after Y years of tenure?"
Harder to Change
Exercise windows are often set by the company's stock plan, not individual agreements. Still worth asking.
Sales & Commission
Commission Structure
Sometimes Works
Critical for sales roles
Leverage:
Medium
What to negotiate:
- Commission rate (higher %)
- Accelerators after hitting quota
- Ramp period (guaranteed during first 3-6 months)
- No clawbacks on paid commissions
📧 Ramp Period Script
"For the first 3 months, I'll be building pipeline with limited ability to close. Could we structure a ramp with guaranteed commissions at 75% of target? This is standard at most companies I've spoken with."
CA Labor Code § 2751
Commission agreements must be in writing. Don't accept verbal promises. Get the plan document before you start.
Contract Terms
Non-Compete Removal
Usually Works
Should always push for this
Leverage:
High (in CA)
Non-competes are void in California. If one's included, ask for removal.
📧 Script
"Section X includes a non-compete. As I'll be working in California, this is unenforceable under B&P Code § 16600. Could we remove this section to keep the agreement clean and avoid future confusion?"
If They Push Back
"It's our standard template" isn't a good reason. Ask them to add: "This provision shall not apply to the extent prohibited by California law."
IP Assignment Scope
Sometimes Works
Critical for engineers and creators
Leverage:
Medium
What to negotiate:
- CA Labor Code § 2870 notice included
- Prior Inventions exhibit (list your projects)
- Scope narrowed to company-related work
- Side projects explicitly excluded
📧 Script
"I want to clarify the IP assignment scope. I have [side project/open source/prior work] I'd like to continue. Can we add a Prior Inventions exhibit and confirm work unrelated to the company, done on my own time and equipment, remains mine per CA Labor Code § 2870?"
Arbitration Clause
Rarely Works
Worth trying for better terms
Leverage:
Low
Most won't remove it, but you can negotiate specific terms:
- Employer pays all costs
- Arbitration in your city
- Adequate discovery rights
- Mutual obligation
📧 Script
"To ensure the agreement meets California fairness standards, could we confirm: (1) company pays arbitration costs, (2) arbitration occurs in [your county], (3) the obligation is mutual?"
Executive Level
Severance Terms
Sometimes Works
Essential for director+ roles
Leverage:
Medium-High
What to negotiate:
- Amount: 3-12 months base
- Trigger: Without cause or "good reason" resignation
- COBRA coverage during severance
- Accelerated equity vesting
📧 Script
"Given the nature of this role, I'd like to discuss severance terms. If terminated without cause, I'd expect X months base salary continuation, COBRA coverage, and acceleration of vested equity. Can we include these terms?"
Change of Control
Sometimes Works
Protection in acquisitions
Leverage:
Medium
Double-trigger: If acquired AND terminated within 12-24 months, unvested equity accelerates.
📧 Script
"If acquired and my position is eliminated or materially changed within 12 months, I'd like 100% of unvested equity to accelerate. This standard double-trigger protection aligns my interests with a successful exit."
General Tips
6 Rules That Make Negotiations Work
What actually moves the needle
1. Negotiate in writing (email)
Creates a record. After calls, send: "To confirm what we discussed..."
2. Ask for everything at once
Don't negotiate salary, then equity, then exercise window. Make all requests together.
3. Give reasons
"I'd like X because..." beats "I want X." Cite data, competing offers, circumstances.
4. Be willing to trade
"If salary is fixed, could we increase equity?" Show flexibility.
5. Know your walk-away
Decide before negotiating what's essential. Don't get pressured.
6. Get it in writing before starting
Any negotiated changes must be in final docs. "We'll fix that later" rarely happens.
Need Help With Your Negotiation?
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