How to Read a Job Offer, and the Company Behind It

A candidate once turned down an offer from us for a role paying eleven percent more elsewhere. Nine months later he applied again. The other company had been through two reorganisations, his manager had left in month three, and the equity he had been shown a large number for was worth nothing at the price the company last raised at.

He had evaluated the salary carefully and the company barely at all. That is the standard mistake, and it is understandable: the salary is the only part written in a font you can read.

I have written a lot of offers and negotiated a few from the other side. Here is what I would check, in order.

The compensation, properly

Base salary is the only number you can rely on. Everything else is conditional. Compare offers on base first.

Bonus requires two questions: what triggered a payout in each of the last three years, and is it discretionary or formulaic? "Up to 20 percent" where the company paid 4, 0 and 7 percent is a 4 percent bonus with optimistic packaging. Ask for the actual history. A company that will not tell you is telling you.

Equity is where most candidates are misled, usually without anyone lying. A number of shares means nothing on its own. You need:

• The total number of shares outstanding, so you can calculate your percentage
• The strike price and the most recent preferred share price
• The most recent 409A or equivalent valuation. In the US, the tax rules say an option's exercise price may never be below the fair market value of the stock on the day it is granted, and an independent appraisal done within the last twelve months is presumed reasonable. That appraisal is the "409A". It is usually far below the price investors paid, because investors bought preferred shares with rights you do not get.
• The vesting schedule and the cliff
• The exercise window if you leave. This is the one nobody asks about, and it matters enormously. A 90-day window means that to keep vested equity, you must find a large amount of cash within three months of leaving. Depending on the type of option you may also owe tax on the paper gain: exercising a non-qualified option (NSO) is taxed as ordinary income, and exercising an incentive stock option (ISO) can trigger the alternative minimum tax, according to the IRS.
• Why ninety days? It is not an arbitrary company choice. Section 422 of the US tax code only gives ISOs their favourable treatment if you exercise within three months of leaving employment. Companies that offer a longer window are deliberately letting the options convert to NSOs after the three months, trading your tax advantage for your time. Pinterest made this change in 2015, letting staff with at least two years' tenure keep vested options for seven years after leaving, and Coinbase followed. A company with a 7 or 10 year window has made a deliberate choice in your favour. Ask which one you are getting.
• Whether there is a liquidation preference stack above you. A liquidation preference means investors get their invested capital back before anything is distributed to common shareholders, which is to say founders and employees. If investors are owed 60 million before common shareholders see anything, your equity is worth zero in most realistic outcomes.

Ask all of it in writing. Reasonable companies answer. I have never thought less of a candidate for asking, and I have adjusted offers upward for people who asked well.

The rest adds up more than people expect: employer pension contribution, health cover and what it excludes, leave and whether it carries over, notice period on both sides, and any clawback on a signing bonus.

The clauses that bind you

Read these before you sign, because they are almost impossible to change afterwards.

Non-compete and non-solicit. Check the duration, the geography and the definition of a competitor. Definitions like "any business in technology" are unenforceable in many jurisdictions but will still cost you legal fees and a job offer to fight.

How enforceable a non-compete is depends almost entirely on where you work, and the law has moved a lot recently:

• Pakistan. Section 27 of the Contract Act 1872 makes every agreement restraining someone from a lawful profession, trade or business void to that extent. The Sindh High Court applied it in a 2024 order, saying a restrictive covenant that runs beyond the end of employment may be considered void, and that courts must ask whether enforcing it would deprive a person of their livelihood.
• UAE. The 2021 labour law (Federal Decree-Law No. 33) allows a non-compete only where the job gives you access to the employer's clients or business secrets. It must specify the place, time and type of work, and it cannot exceed two years. It falls away if the employer ends the contract in breach of the law.
• United States. There is no national ban. The FTC's 2024 rule was blocked in court, and in September 2025 the FTC dropped its appeals and accepted that the rule was void. It now acts case by case, as in April 2026 when it ordered Rollins to stop enforcing non-competes against more than 18,000 employees. State law decides the rest, and in California almost every non-compete is void under Business and Professions Code section 16600.
• United Kingdom. A non-compete is unenforceable unless the employer can show it is reasonable, which in practice means narrow and short. The previous government's plan to cap them at three months was never acted on, according to the government's own 2025 working paper. In October 2026 the Prime Minister committed to legislating, with no bill published yet.

Void or not, a clause in a signed contract still shapes behaviour, because most people would rather not test it. Negotiate it down before you sign rather than relying on a court afterwards.

Intellectual property assignment. Some contracts claim anything you create during employment, including on weekends and unrelated to the company. If you have a side project, get it carved out in writing before you sign. Afterwards you have no leverage. Some places limit how far these clauses can reach; California Labor Code section 2870, for example, protects inventions made entirely on your own time and equipment that do not relate to the employer's business. Most places have nothing like it, so the carve-out in writing is your real protection.

Probation terms. How long, what notice applies during it, and what the criteria are.

Termination and severance. What notice you receive, whether there is severance beyond statutory minimum, and what happens to unvested equity.

Now evaluate the company

This is where the actual risk sits, and where candidates spend the least effort.

Financial position

Ask directly: when did you last raise, how much, and what is the current runway? A company that will not answer runway questions for someone about to join is either badly run or in trouble. Both are worth knowing.

For a profitable business, ask whether it is profitable and growing. For a funded one, ask what the next milestone is and what happens if it slips.

Your manager

In my experience this is the biggest single predictor of whether the job is good, and it is assessed almost entirely by vibe. The research is consistent with it. Gallup estimates that managers account for at least 70 percent of the variance in employee engagement across business units, and in a Gallup study of 7,272 US adults, one in two had left a job to get away from their manager at some point in their career.

Ask them:

1. How long have you been in this role, and how long at the company?
2. How many people have you managed, and where did the last two who left your team go?
3. What happened the last time someone on your team disagreed with you publicly?
4. How do you evaluate whether I am doing well in the first six months?

Listen for whether the answers are specific. A manager who cannot describe how they will assess you has not thought about you.

Turnover

Look at LinkedIn. How many people in this function joined in the last eighteen months and left? If the average tenure in the team is under a year, no compensation package compensates.

Ask why the role is open. "We are growing" is fine. "The last person moved internally" is good. Evasiveness about a predecessor is a genuine warning.

How decisions get made

Ask for an example of a recent decision that was reversed, and how that happened. Companies that can describe changing their mind based on evidence tend to be sane places to work. Companies that cannot recall ever reversing anything are either not learning or not telling you.

Talk to someone who left

Find one or two people who have left the team in the last two years and message them. Most will reply, and most will be candid. Ask: "What would you want to know if you were joining now?"

Twenty minutes here is worth more than every interview you did.

Negotiating without damaging anything

A few things I know from the other side of the table.

Negotiate once, comprehensively. Come back with everything at the same time: base, equity, start date, whatever else. Serial requests over four days exhaust goodwill fast.

And do negotiate. In a 2023 Pew Research Center survey, most US workers said they did not ask for more pay when they were offered their current job. Of those who did ask, 28 percent got what they asked for and another 38 percent got more than the original offer, though less than they had asked for. About a third came away with the original number, which is the worst case of asking politely: you lose nothing.

Anchor on something other than your feelings. Market data, a competing offer, the scope of the role. "I was hoping for more" gives the recruiter nothing to work with internally, and the recruiter is usually the one arguing your case.

Ask what is flexible. Sometimes base is capped by band but a signing bonus, an earlier review, an extra week of leave or a better title is completely available.

Get everything in the written offer. A verbal promise about a promotion, a review in six months, or a remote arrangement does not survive a manager change. If it is real, it can be written down.

And be genuinely willing to decline. That is the only leverage that exists, and it evaporates the moment you signal you have already decided.

The question underneath all of it

Two things predict whether you will be glad in a year: whether the work will make you better, and whether the person you report to is good at their job.

Compensation matters, and I am not going to pretend otherwise. Being underpaid corrodes everything over time. When Pew asked Americans who quit a job in 2021 why they left, low pay was joint top of the list at 63 percent. But it was tied with no opportunities for advancement, also 63 percent, and close behind came feeling disrespected at work, at 57 percent. Two of the top three reasons are about the work and the people, not the number.

That matches what I see, and the pattern is sharper for people who leave early. Of the people I have watched leave a job within twelve months, very few left over the salary they had already agreed to. They left because of who they worked for, or because the work stopped teaching them anything. The salary was a known quantity when they signed. The manager and the work were not.

Read the offer carefully. Then spend twice as long reading the company.

Sources

1. 26 U.S. Code § 422, Incentive stock options. Legal Information Institute, Cornell Law School.
2. Internal Revenue Service. Publication 525, Taxable and Nontaxable Income (stock options section).
3. 26 CFR § 1.409A-1, definitions including valuation of stock rights. Legal Information Institute.
4. Primack, D. (24 March 2015). Term Sheet, on Pinterest's extended exercise window; and (6 August 2015) Coinbase joins Pinterest in doing right by employees. Fortune.
5. Cooley GO. Liquidation preference (glossary).
6. High Court of Sindh. Suit No. 845 of 2023, order of 24 January 2024, applying section 27 of the Contract Act 1872.
7. Mehta, A. (27 September 2026). Dubai employers and non-compete clauses: what UAE law says. Khaleej Times. Summarises Article 10 of Federal Decree-Law No. 33 of 2021 and Cabinet Resolution No. 1 of 2022.
8. US Federal Trade Commission. FTC files to accede to vacatur of non-compete clause rule (5 September 2025) and FTC takes action against noncompete agreements (April 2026).
9. California Business and Professions Code § 16600 and Labor Code § 2870.
10. UK Department for Business and Trade (2025). Working paper on options for reform of non-compete clauses in employment contracts; and PM speech at the Innovation Nation Summit, 9 October 2026.
11. Beck, R. and Harter, J. (2015). Managers Account for 70% of Variance in Employee Engagement; Harter, J. and Adkins, A. (2015). Employees Want a Lot More From Their Managers. Gallup.
12. Parker, K. and Horowitz, J. M. (9 March 2022). Majority of workers who quit a job in 2021 cite low pay, no opportunities for advancement, feeling disrespected. Pew Research Center.
13. Parker, K. (5 April 2023). When negotiating starting salaries, most U.S. women and men don't ask for higher pay. Pew Research Center.

This is general information, accurate as of October 2026, and not legal or tax advice. Employment and tax law differ by country and change often; have a local lawyer read anything you are unsure about before you sign.