I am an employee at a small software company that is in negotiations for being sold to another company. I am the sole remaining software developer and was the key architect and programmer that built the system that accounts for nearly 100% of our revenue. It would be impractical and extremely difficult for the current owners or the potential new owners to proceed without me. I own only a small percentage of the shares. I am not under any employment agreement.
Our market is very small. There are only 100 companies that would buy a product like ours. We have 3 competitors – all small companies. Our company is being sold because we’re doing poorly and it will require a lot more cash investment to have a real chance at future success.
The CEO recently handed me an Employment Contract to sign, and I have not responded at all. It includes non-compete terms, non-solicitation, lots of stuff. I assume this contract would help our current owners in their effort to sell the company, and I’m guessing maybe it’s a requirement of the buyer.
I am interested in future entrepreneurial opportunities and do not like to restrict my options.
The contract, as currently written, guarantees me a 3-month severance in the event that I’m laid off, but I don’t see any scenario where the buyer would let me go. Quite the opposite. I would expect to be offered a retention bonus by the buyer. So this contract only helps the company and hurts me. (I’m a bit annoyed that my boss said he’s giving me this to “protect me”. BS.)
My question is how I should negotiate this. My initial reaction is to agree to sign the contract in exchange for 2 years salary payable immediately. Is this too aggressive or unrealistic?
Any thoughts or advice would be much appreciated.