You received a job offer. You want to negotiate. But you don't know what to say, what to ask for, or how to do it without seeming ungrateful or losing the offer.
This guide covers everything: what to negotiate, how much to ask for, the exact words to use, and the clauses most people miss that cost $10K–$40K.
Step 1: Before You Respond
When you receive an offer, you typically have 24–72 hours to respond. Use this time well.
1.1 Read the entire offer letter — including the fine print
Most candidates skim for the salary number and miss the clauses that matter most. Read every page. Look specifically for:
- Non-compete scope, duration, and geographic coverage
- Signing bonus clawback terms (how much you owe back if you leave early)
- Equity vesting schedule and post-termination exercise window
- IP assignment and side project restrictions
- PTO policy: accrual vs. unlimited, rollover, and minimum guaranteed days
- Health benefits start date and waiting period
- At-will termination clauses and severance terms
1.2 Do your market research
Before you negotiate salary, know your number. Check:
- Levels.fyi (for tech roles)
- LinkedIn Salary Insights
- Glassdoor salary data
- H1B salary database (for publicly reported tech salaries)
Come in with a range, not a single number. The bottom of your range should be what you'd actually accept.
Step 2: What to Negotiate (Beyond Salary)
Non-Compete Clauses
Non-competes restrict where you can work after you leave. A 24-month non-compete in a broad industry is standard in the offer — but it's almost always negotiable.
What to push for: Reduce duration from 24 months to 6 months. Narrow the geographic scope to your current location. Limit industry restrictions to direct competitors only.
Signing Bonus Clawback Terms
If your offer includes a signing bonus with a clawback clause, the standard says you repay 100% if you leave in year 1. Push for a prorated clawback instead.
Equity Exercise Window
The standard 90-day window to exercise stock options after leaving is brutal for valuable options. Many companies will extend this to 1–5 years if you ask — especially earlier-stage startups.
Salary Negotiation
The classic. Research shows that 85% of candidates who negotiate salary receive more than the initial offer. The key: be specific and anchor high.
PTO and Benefits
If the offer says "unlimited PTO," ask for a guaranteed minimum in writing. If there's a 90-day waiting period for health benefits, ask for day-1 coverage or COBRA reimbursement during the gap.
Step 3: How to Have the Negotiation Conversation
By email or phone?
Email is usually better. It gives both sides time to think, creates a record, and removes the pressure to respond immediately. Phone negotiation can work if you're more comfortable speaking than writing — but have your numbers and scripts ready before you call.
The composure frame
The goal isn't to "win" — it's to arrive at an offer you feel good about. The recruiter's job is to close you. Your job is to understand what you're signing and ask for what you need. Companies almost never rescind offers over polite, professional negotiation.
Counter-offer email structure
A good counter-offer email has four parts:
- Genuine enthusiasm — you want this job
- Specific asks — salary, equity, one or two other items
- Brief justification — market data, scope, or value you're bringing
- Openness to conversation — you're not ultimatum-ing
Keep it short. One page or less. Don't negotiate every item in the first round — pick your top 2–3 and lead with those.
Step 4: After the Counter
What to do if they say no
If the company can't move on salary, ask: "Is there flexibility on any other terms — signing bonus, remote work, equity, or PTO?" Often there is. Hiring managers sometimes have more flexibility on non-cash items.
What to do if they counter your counter
You don't have to accept the first counter. You can say: "That helps — I want to think about it for a day and come back to you." Take the time. Don't accept under pressure.
When to stop negotiating
When the company says "this is our final offer" twice, it usually means it. At that point, decide if you can accept what's on the table. If you can, accept graciously. If you can't, decline and move on.
The Clearoffer Shortcut
Reading a full offer letter and identifying every leverage point takes 2–3 hours if you know what you're looking for. Most people don't know what they're looking for.
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