Offers and negotiation¶

Negotiation starts when a written offer exists, and it works best with real alternatives, precise questions and polite persistence. This file gives the principles, word-for-word scripts for the common situations, an offer-comparison table with a worked hypothetical example, and notes on decoding Indian "CTC" offers and startup equity. Current market numbers are not here, because they go stale: see market-intel.md and verify on Levels.fyi, Blind and AmbitionBox at the time, recording the date and source.

Contents: Principles · Scripts · Offer-comparison table · Decoding Indian offers · Startup equity · Walk away · Further reading

Principles¶

No leverage until the offer exists. Don't negotiate during interviews and don't name numbers early (recruiter-call script).
Compare total compensation, per year and over four years: base + expected bonus + equity per year (check the vesting schedule; some are back-loaded) + sign-on + refreshers. Get the breakdown in writing.
Competing offers are the real leverage. Run parallel pipelines so offers overlap. Never invent an offer or inflate one; recruiters talk, and some ask for proof.
Give reasons for every ask and keep the tone warm. You will work with these people.
Negotiate the whole package: level, base, sign-on, equity, joining date, notice-period buyout, relocation, remote terms. Level usually matters most over several years, because it sets future pay bands.
Only say "I'll sign" if you will. A commitment you break costs more than the extra money.

Scripts¶

Adapt the words; keep the structure. Pause after each ask and let silence work.

Receiving the offer (do not accept on the call)

Thank you, I'm really excited about this, and about working with {team}. Could you send the full breakdown in writing: base, bonus target and how it has paid out, equity with vesting schedule, sign-on and any clawback? And when do you need a decision? I'd like to review it properly and get back to you by {date}.

Counter with a competing offer

I'm excited about {team}, and it's my first choice because {specific reason}. I have an offer from {company} at about {total per year}, with {structure}. To commit, I'm looking for total compensation closer to {X}. Is there flexibility in base, equity or sign-on? (If they close the gap:) If you can get to {X}, I'll sign today.

Counter without a competing offer (market data)

Thank you. Based on {source, e.g. recent Levels.fyi data for this level in Bengaluru, dated {month}} and the scope we discussed ({specific responsibilities}), I was expecting total compensation around {X}. Is there room to move toward that, in base or equity?

"This is the top of the band"

I understand. Since base is fixed, could we look at a sign-on bonus, additional equity, or reviewing the level given {evidence: the scope, the interview feedback, the experience}? A {specific amount} sign-on would close most of the gap for me.

Asking for a level review

From the conversations, the role covers {scope that matches the higher level}. Could the committee consider {higher level}? I'm happy to do an additional conversation if that helps them decide.

Exploding offer (deadline too short)

I want to give this a serious yes, and I'm finishing {one or two} other processes that I committed to before we started. Could we extend the deadline to {date, about 1–2 weeks out}? I'll keep you updated if anything changes before then.

Notice period and joining date (India)

My notice period is {N} days. Would you be willing to buy out part of it so I can join by {date}? Alternatively, could we agree a joining date of {date} and confirm it in the offer letter?

Accepting

I'm happy to accept. Could you send the updated offer letter reflecting {agreed changes}? I'll sign as soon as it arrives.

Declining

Thank you for the offer and for the time your team spent. I've decided to accept another role that fits {reason} more closely. I enjoyed meeting {names} and hope our paths cross again.

Tip

Write your walk-away number and your target number down before the first negotiation call, with the reasoning. Under pressure, people concede toward whatever number was said last.

Offer-comparison table¶

Copy into a spreadsheet. Use expected values where payouts are uncertain, and state the assumption next to each.

component (per year unless noted)	Offer A	Offer B	assumption / source
fixed cash (excluding employer PF and gratuity)			offer letter salary structure
employer PF			12% of the PF wage base, typically; confirm
gratuity (if included in CTC)			only paid once eligible
bonus / variable: target → expected			ask for the payout % of the last two years
sign-on / joining bonus (one-time)			clawback terms
equity vesting this year			grant ÷ vesting years, or the actual schedule
refreshers			ask whether they are typical and how they are decided
relocation, notice buyout
year-1 cash			fixed + expected bonus + sign-on
year-1 total, liquid			year-1 cash + vested liquid equity
recurring from year 2			fixed + expected bonus + liquid equity
level and title
team, manager, learning, research exposure			from conversations with the team
location, remote, visa path

Worked example (hypothetical numbers; ₹L = lakh)¶

component	Offer A: early-stage AI startup	Offer B: large tech company	notes
fixed cash	₹28.0L	₹34.0L
employer PF	₹1.4L	₹1.6L	real money, but locked in the PF account
gratuity in CTC	₹0.7L	₹0.8L	not cash this year
variable: target → expected	₹3.0L → ₹2.4L (80% historical payout)	₹5.0L → ₹5.0L
joining bonus	₹2.0L (12-month clawback)	₹3.0L (12-month clawback)
equity per year	1,000 options × (₹900 last round price − ₹100 strike) = ₹8.0L on paper, illiquid	\(15,000 of RSUs ≈ ₹12.75L at ₹85/\)	stock price and exchange rate move
"CTC" as quoted	₹43.1L	₹57.15L	sums everything, including non-cash items
year-1 cash	28.0 + 2.4 + 2.0 = ₹32.4L	34.0 + 5.0 + 3.0 = ₹42.0L
year-1 total, liquid	₹32.4L (options not liquid)	42.0 + 12.75 = ₹54.75L
recurring from year 2	28.0 + 2.4 = ₹30.4L + options	34.0 + 5.0 + 12.75 = ₹51.75L	no refreshers assumed

How to read it: the quoted CTCs differ by ₹14L, but the recurring liquid difference is larger (about ₹21L a year) because A's CTC includes paper equity. That does not make B the right choice: A may offer more ownership, faster learning and founder-track experience. The table's job is to make the trade-off explicit, so you know what you are paying for the non-monetary benefits.

Decoding Indian offers¶

"CTC" is not take-home pay. It often includes employer PF, gratuity, insurance premiums, target (not guaranteed) variable pay, one-time bonuses and equity. Ask for the component-wise structure.
Variable pay: ask what fraction of target was paid out in each of the last two years, and whether it depends on company or individual performance.
Joining bonus and relocation usually have a clawback if you leave within 12 months. Read the clause.
Labour codes. India's four labour codes came into force on 21 November 2025. They use a single definition of "wages", under which allowances above half of total remuneration are counted back into wages for benefits such as PF and gratuity. This can change the salary structure and in-hand pay. Ask HR how the offer is structured under the codes; verify details, since implementation rules continue to be notified.
Notice periods of 30–90 days are common; buyouts are negotiable. Get the agreed joining date in writing.
Remote or hybrid terms, and the work location, belong in the offer letter, not in a recruiter's message.

Startup equity questions¶

Ask these before valuing any ESOP grant: 1. How many options, and what percentage of fully diluted shares is that? 2. What is the strike price, and what was the price per share in the last priced round? 3. Vesting schedule and cliff? Any acceleration on acquisition? 4. After leaving, how long do I have to exercise vested options? (Short windows can force you to pay exercise costs and tax, or forfeit.) 5. Has the company done buybacks or secondary sales for employees? How often? 6. How much runway does the company have, and when is the next raise planned?

Tax: in India, ESOPs are generally taxed as a perquisite when exercised (on fair market value minus strike price) and again as capital gains when sold; employees of certain eligible startups can defer the perquisite tax. Confirm the current rules with a chartered accountant before exercising.

When to walk away¶

Exploding offers under about 48 hours with no willingness to extend, refusals to put terms in writing, hostility to reasonable questions, or pressure to decline other processes before you have a written offer.