# 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](https://trycounteroffer.com/offer).

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## Related answers
- [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)
- [How do I counter a job offer professionally?](https://trycounteroffer.com/answers/how-to-counter-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._