The standard 90-day window to exercise vested stock options after leaving is a trap. If you leave with 75% vested at a $2 strike, you might need $50,000+ cash within 90 days - or lose everything.
What to do: Ask for extended windows (1-10 years). Many startups now offer this. If they won't budge, factor it in - those options may be worth less than you think.
No acceleration: Company gets acquired, unvested equity continues on same schedule - but acquirer can fire you the next day. You lose everything unvested.
Double-trigger (ideal): Equity accelerates only if (1) company acquired AND (2) you're terminated within 12-24 months.
Standard: 4 years with 1-year cliff. Some companies try 18-month or 2-year cliffs. You get nothing if fired before the cliff.
Negotiate: Stick to 1-year max. If they insist on longer, ask for signing bonus to compensate for extended risk.
Some contracts let the company "clawback" commissions already paid if a customer churns, downgrades, or fails to pay.
Negotiate: No clawbacks on paid commissions. If they insist, limit to 3-6 months max.
The offer promises great OTE, but the commission plan is "to be provided" or can be changed "at company's sole discretion."
Never accept without: The actual commission plan attached. Get rates, quotas, accelerators, territories in writing.
Contract lets company reassign territory or accounts anytime. You spend months building pipeline, then lose your best accounts.
Negotiate:
- Commission protection for pipeline deals when reassigned
- 30-60 day notice before territory changes
- Quota adjustment if territory shrinks
Contract claims ownership of everything you create during employment - including personal projects, open source, and work unrelated to your job.
Contract has no place to list existing IP you want excluded. Later, company claims your side project or prior work.
What to do:
- Insist on a Prior Inventions exhibit
- List all existing projects, open source contributions, side businesses
- Be thorough - anything not listed may be claimed later
- If none, write "None" - don't leave blank
Non-competes are void in California. Companies include them to intimidate you when you leave, or because they use a national template.
What to do: Ask for removal. If they say "it's just standard" - ask why it's there. A good employer will remove unenforceable provisions.
Non-solicits that go beyond preventing poaching may function as disguised non-competes. Watch for:
- "No hire" provisions - can't work with former colleagues even if they apply to you
- Broad customer restrictions - can't do business with anyone who was ever a customer
- Industry-wide restrictions disguised as non-solicitation
Acceptable: Restrictions on actively soliciting specific employees or customers you worked with directly, for 6-12 months.
Contract says Delaware, Texas, or New York law applies. Companies do this to avoid CA's employee protections.
Reality: If you work in California, CA law generally applies to employment matters regardless of what contract says. But fix it upfront rather than litigate later.
Ask for: California choice of law. Refusal is a yellow flag about company culture.
Many arbitration clauses are fine. But watch for:
- You pay costs - Employer should pay
- Inconvenient venue - Arbitration in Delaware when you're in SF
- Limited discovery - Can't get documents you need
- One-sided - Company can sue in court, you must arbitrate