I have strong opinions on this stuff, but you asked :-). Obviously, everything here is just my opinion, but it's served me well.

There are two major parts to a negotiation of this nature: the "value" part, and the "cost" part. You're entering into a negotiation because what is "value" for you is "cost" for the other party (and vice versa), or at least they perceive it to be.

The advice I offer people in your situation breaks down to several areas:

1. You need to see yourself as the CEO of RandallFarr, Inc. and act accordingly.

2. You need to understand the factors influencing the other person's decision.

3. You will *never* have a better opportunity to get a massive raise than when you first join a company. Once you're at a company, you will have to live within the system of annual adjustments. Extra compensation you negotiate coming in forms the basis of all future raises and bonuses, and it's extremely important to maximize.

4. There are other factors beyond cash compensation.

Let's take them in order:

1. In the economic world today, nobody gives a damn about you. I realize that sounds harsh, but it's the truth. The time of people working at a company for their entire life and retiring with a nice pension is over. Pretty much everyone realizes this, but almost nobody has adjusted their behavior or philosophy toward work accordingly. Your job *will* be outsourced to a worker who will work 18 hours for a bowl of rice the *instant* it becomes cost-effective and feasible to do it. That's not a moral judgment, it's just a fact about the nature of global competition today. The thing is, if a company doesn't behave that way, they get eaten up by a company who does.

So, it's against this backdrop that we're all struggling to make a buck. If you really accept the reality of our world today, then you have to look out for yourself. No company is going to do it for you. I call this becoming the CEO of You, Inc.

I see people doing things all the time "for the company" or to get "recognition." That may have made sense when the company had demonstrated a willingness to take care of people, but it absolutely does NOT when there is no reciprocity. Even if you work for the greatest company in the world, and they bend over backwards for their people they can still be acquired, management can change, they can go out of business or whatever. I've learned this the hard way.

You are on your own. You're *already* the CEO of RandallFarr, Inc., and there's nothing you can do to change that. What you *can* do is become a good CEO.

I'm suggesting you enter into this negotiation the way a CEO would if they were planning to partner with this company. That is exactly what is happening. You're willing to spend the resources of your company (your time) in exchange for something in return. It's up to YOU what you want to exchange and it's up to YOU what you're willing to accept for it.

In order to make realistic decisions about these kinds of things, you've got to have an idea of where RandallFarr, Inc. is going. What is your 1-year financial plan? What is your 10-year financial plan? How does this fit in with your overall goals about where you want to be? How important is family time to you? What alternatives do you have to this job? What won't you be able to do if you take the job? What doors might it open if you do? There's no right answer to that stuff, but if you haven't thought it through, you're not being a very good CEO. What I'm trying to say with all this is simply this:

* Forget about what they want for a while and think about what YOU want. Then create a plan to get there. Go into business for yourself, even if you want to work as an employee.

If you think all that through and you're "dead set against it", then you just say "no." No big deal. But I think you should look very closely at your statement "I know that I have a tendency to work all the time, as long as there is work that needs to be done, I'll work. I really need to avoid getting stuck in this trap- that is my first concern." That is not a very CEO-like thing to say. You have control over your behavior and your decisions. My guess is that you do this to gain accolades and affirmations rather than advance your agenda. I hope that doesn't sound too harsh, but if you're doing that youmay have some very confused ideas about what's going on.

Many people claim to be working for economic reasons, but they really aren't. They work for the admiration of their peers, or their boss, or to be a part of something larger than their own self interest. All those are just fine, as long as you are honest with yourself about why you're really there. So, take a good, hard, honest look at what you wrote there.

2. There's two parties to the negotiation, and what THEY want does matter. It's not that it's more important than your objectives, but there needs to be a match in order for there to be an agreement. In order for you to be able to maximize the value to you, you need to know what's valuable to *them*, and why, and how valuable it is.

You should know things like: Why are they asking you to become full time? Why *you*? Why *now*? Why not stay as a contractor? Is it cost containment, or some other reason? What happens if you say no? How difficult will it be for them to find another qualified candidate? How much flexibility do they have in compensation? What is your counterpart making? If you say no, will they source through a recruiting agency? If so, then there will be high costs associated with it.

What is their perception of the value you bring to the company? To know that, you need to know their alternatives and what those alternatives would cost.

Can they offer other things besides cash compensation?

3. All things being equal, I'd rather work for more money than less. Keep in mind that your job will not change based on how much they're paying you. If you can clearly articulate your value and you know the (high) cost of alternatives, you can often ask for quite a lot of money, or a signing bonus (frequently the case if they don't need to pay a recruiting firm).

4. You mentioned this is a small company. What is their business plan? How do they intend to cash out on the asset of the company they're building? Will the take it public? Are they targeting firms to acquire them? If the company is very successful and growing very fast in this economic climate, then stock options could have considerable value. You can say that you'd "be willing to consider making that level of commitment if you felt you were participating in the success of the company with equity."

I'm out of time. I've been through this a bunch of times on both sides of the equation. I hope some of this is helpful, and I'd be happy to answer any questions.

Jim