Startup Equity Offer Checklist

An offer of 10,000 options is difficult to evaluate without the denominator, exercise price and grant terms. Use this checklist to collect the inputs for a comparison. A missing answer is a question to resolve, not a number to replace with a confident estimate.

Dilution inputs

Model ownership through funding rounds

Current ownership (%)

Scenario preset

Funding rounds

Seed

Series A

Keep your offer questions and assumptions together

Download the free fillable worksheet (PDF) — no email required.

For UK tax scheme information, see GOV.UK: Tax and Employee Share Schemes.

Ownership: what does the grant represent?

Ask: Is this an option, share award, restricted stock unit or another instrument? How many units are granted? What percentage does that represent on a fully diluted basis, and as of what date? Does the denominator include the option pool and convertible instruments? Has the grant been formally approved? Keep the offer and grant agreement together.

Vesting and leaving: when do you keep it?

Ask for the vesting start date, total duration, cliff, vesting frequency and any performance conditions. Then ask what happens on resignation, dismissal, redundancy or acquisition. How long would you have to exercise vested options after leaving? Are there expiry or repurchase provisions? Request the actual written terms rather than assuming a standard schedule.

Exercise: what cash would be needed?

Record the exercise price per option and multiply it by the number you expect to exercise. For example, 10,000 options at £0.50 require £5,000 to exercise, before any taxes or fees. Ask whether exercise is permitted before a sale and whether a cashless arrangement is available at a liquidity event. UK employee share schemes have different tax treatments; confirm your scheme type with the employer and consult the GOV.UK employee share schemes guidance.

Dilution and payout: who gets paid first?

Ask how further fundraising, option pool increases and convertible instruments could affect ownership. Request an explanation of how your share class participates in a sale after debt, fees and investor preferences. Model at least a zero payout and a range of illustrative sale values. A fundraising valuation is an input to a scenario, not a promised sale price.

Decision worksheet: separate facts from assumptions

Create three columns: confirmed in writing, assumed for modelling, and still unknown. Put salary, grant units, denominator, strike price and vesting terms in the first column only when documented. Put future dilution and exit values in the assumptions column. Keep unanswered leaver and payout questions visible before relying on the model. Download the free copyable worksheet from the homepage and use the dilution calculator below to test ownership changes.

Frequently asked questions

Is 10,000 options a good offer?

The option count alone is insufficient. You need the fully diluted share count, exercise price, vesting terms and payout rights. 10,000 out of 1 million is 1%; 10,000 out of 10 million is 0.1%. Neither percentage, by itself, tells you whether the overall package fits your situation.

What should I ask if the company will not share a cap table?

Ask for your fully diluted ownership percentage and the date and assumptions behind it, plus an explanation of your share class and payout rights. A company may provide that information without sharing its entire shareholder list. Keep any missing information explicit in your comparison.