Should I review my offer letter before signing?

Counteroffer · Answers · offer Source: https://trycounteroffer.com/answers/should-i-review-offer-letter

Short answer: Yes. Almost every offer letter has 4-6 negotiable items worth more than the cost of a review, and 2-3 protection items (severance triggers, IP carve-outs, Good Reason clauses) where a missing clause can cost significant value over time. For offers at $120K+ or with equity, a $199 review typically returns 10-50x its cost in identified negotiable improvements. Skip review only if the offer is truly take-it-or-leave-it with no flexibility.

The cost-benefit math

A delivered offer review costs $199. The typical findings on a senior role offer include:

4-6 negotiable items worth $5K-$50K each
2-3 missing protection items (Good Reason, double-trigger, IP carve-out)
1-2 clauses that need narrowing (non-compete, IP assignment overreach)

Conservative ROI estimate: $20K of identified negotiable value on a $200K base offer with equity. That's 100x return on the review cost. Even partial success in negotiation (capturing 50% of identified value) is 50x ROI.

For most professionals at $120K+ comp, reviewing the offer is one of the highest-ROI uses of a few hundred dollars you'll ever encounter.

What review typically uncovers

Most offer letters have predictable patterns of opening positions and missing items:

Equity-related:

Equity refresh language missing (huge long-term comp impact)
Vesting schedule with no double-trigger acceleration for senior roles
Stock option exercise window at default 90 days (can preserve six-figure ISO value with extension)

Protection-related:

No Good Reason termination clause (allows constructive termination without severance)
Narrow Cause definition not requested
No severance benefit defined for involuntary termination
IP assignment without state-law carve-outs (California 2870 and equivalents)
Overbroad confidentiality scope including general industry knowledge

Negotiable-amount items:

Base salary at the floor of the band
Equity grant at 25th-50th percentile of peer comp
Sign-on bonus missing for roles where it's expected
Annual bonus discretionary without measurable criteria

Restrictive covenants:

Non-compete with overbroad scope
Non-solicit covering all customers, not just those you serviced
Confidentiality extending beyond reasonable duration

Each of these has a specific recommended counter. A complete review identifies them and provides the language.

When you might skip review

Cases where review may not pay off:

True take-it-or-leave-it situations: Some government, union, or strictly policy-bound offers have no negotiation room. Rare in private sector.
Below-threshold compensation: For total comp under $75-80K, the math may not justify the review cost, though even then there can be issues worth catching.
Internal transfers: If you're moving roles within a company with fixed policies, less negotiation room typically exists.
You're satisfied with the offer: If the offer exceeds your expectations and you'd accept as-is, the review may not change your decision. (But it's still worth checking for protection issues you didn't think about.)

For most professional offers, the math strongly favors review.

The cost of NOT reviewing

What you risk by not reviewing:

Missing protections. Without Good Reason clauses or proper severance triggers, you may face constructive termination later with no recourse. This is a future cost, not an immediate one, but it's significant.

Locked-in IP overreach. Without proper carve-outs, your side projects may belong to the employer. This affects your future flexibility.

Below-market terms. Without benchmarking, you may not realize the offer is 25% below median for your role. Catching this at offer is easy; renegotiating later is hard.

Equity vesting cliff. Without refresh language, your effective comp drops 20-40% by year 3-4. Easy to negotiate refresh upfront; impossible to add retroactively.

Unintended restrictive covenants. Without scrutiny, broad non-competes, non-solicits, and IP assignments can constrain your future career significantly.

The risk profile of not reviewing is asymmetric: small immediate inconvenience saved, potentially large future cost incurred.

What to do next

If you have an offer in hand and want to make sure you're not leaving money or protection on the table, a delivered review identifies every negotiable item with cited authority and recommended language. We deliver one in 24 hours for $199. See Offer Review.

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.