# First job offer - what should I look for?

> Counteroffer · Answers · offer
> Source: https://trycounteroffer.com/answers/first-job-offer


**Short answer:** For a first job offer, focus on: base salary vs market for your role and location, equity grant if any (size, vesting, type), benefits scope, IP assignment with state-law carve-outs, and the option exercise window if you receive options. Don't worry as much about severance triggers and complex executive terms; those become relevant at higher levels. Always negotiate something to establish that you do negotiate; recruiters often respect a candidate who asks more than a candidate who accepts immediately.

## Priority items for first-job offers

When evaluating your first professional offer, focus on a smaller set than senior negotiations would address:

### 1. Base salary

Check against:

- Glassdoor for the company and role
- Levels.fyi for tech roles
- Payscale for general market data
- Salary surveys for your specific industry and city

If the offer is below median for your role/location/experience, you have grounds to ask for more. Don't expect huge moves but pushing from 40th to 60th percentile is reasonable.

### 2. Equity grant (if any)

For startup roles especially:

- Is it RSU, ISO, or NSO? (Each has different tax implications)
- What's the grant size in shares?
- What's the strike price for options?
- What's the company's latest 409A valuation or preferred stock price?
- What's the vesting schedule? (Standard: 4 years, 1-year cliff)
- Is there a refresh policy?

For early-career roles at startups, equity grants are typically modest but can become significant if the company does well. Understand what you're being granted.

### 3. Benefits

- Health insurance: employer contribution to premiums
- Dental and vision
- 401(k) match (this is often "free money")
- PTO and sick leave policy
- Parental leave (if relevant to you)
- Mental health benefits
- Professional development budget

Benefits can add 20-30% to the value of base comp. Don't ignore them.

### 4. IP assignment

Read the IP assignment clause carefully. If you have any:

- Existing inventions (open source contributions, hobby projects)
- Plans for side projects
- Creative work outside the job

Make sure these are protected. Request the state-law carve-out language (California § 2870 or your state's equivalent) and add a Prior Inventions schedule listing anything you want to exclude.

### 5. Option exercise window (if you have options)

Default is 90 days post-termination. For ISOs specifically, this is problematic because the 90-day cutoff converts ISOs to NSOs with significant tax implications.

For first-job offers with options, requesting an extended exercise window (3-5 years) is a reasonable ask. Many companies will accept; some won't.

## What you don't need to focus on yet

For first-job offers, several common senior-level concerns are less relevant:

- **Severance triggers and Good Reason**: Important at director+ level; less so for entry-level
- **Double-trigger acceleration**: Important when you have significant unvested equity to protect; less relevant when grants are modest
- **280G**: Only matters for executives
- **D&O insurance and indemnification**: Only matters for officers
- **Complex equity refresh structures**: Worth understanding but not aggressively negotiating at entry

These items become important as you advance. For now, the basics matter most.

## How to negotiate without overreaching

For first-job offers:

- Negotiate one or two items, not the entire letter
- Anchor on data: market salary surveys, peer offers if you have them
- Be polite and professional; first impressions matter
- If they say "this is our standard offer," ask once more for a specific change
- Accept gracefully when the answer is final

Sample counter:

> "Thank you for the offer. I'm excited about [role/team]. Based on the Glassdoor median for [role] in [city], the typical base is in the [$X] range. The current offer is at [$Y]. Could we adjust the base to [$Z]?"

This is concrete, data-driven, and respectful. Most companies will respond with something even if not the full ask.

## Common first-job offer mistakes

- **Accepting on the spot.** Take at least 24-48 hours to review carefully.
- **Negotiating only base salary.** Equity, signing bonus, start date, and benefits are all negotiable.
- **Disclosing your prior salary.** In states where it's legal to ask, decline politely. In states where it's illegal (CA, NY, others), they shouldn't ask.
- **Believing everything is fixed.** It almost never is. Even "standard packages" have ranges.
- **Skipping the IP carve-out conversation.** Easy to do at signing; impossible to retroactively claim ownership of work you already did at the company.
- **Ignoring restrictive covenants.** Non-competes, non-solicits, and confidentiality clauses can affect your future career significantly. Read them.

## What to do next

If you want a delivered review of your first offer including market benchmarks and recommended counter language, we deliver one in 24 hours for $199. See [Offer Review](https://trycounteroffer.com/offer).

For most entry-level offers under $80K comp, the math may not justify a full review. The information in this page and related answers can help you negotiate effectively on your own.

---

## Related answers
- [Should I negotiate if it's my first job?](https://trycounteroffer.com/answers/should-i-negotiate-first-job)
- [How do I negotiate a job offer?](https://trycounteroffer.com/answers/how-to-negotiate-a-job-offer)
- [What's negotiable in a job offer?](https://trycounteroffer.com/answers/whats-negotiable-in-job-offer)

## Get your contract reviewed
If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/offer.

Last updated: Sun May 31 2026 00:00:00 GMT+0000 (Coordinated Universal Time)

_Counteroffer is a contract analysis service, not a law firm. This page is informational, not legal advice._
