To me it sounds like Google... Take what Google offers as a baseline. Convert the difference per year to stock at a realistic valuation (as in, if you were a V

To me it sounds like Google... Take what Google offers as a baseline. Convert the difference per year to stock at a realistic valuation (as in, if you were a VC what would you give). Compare it, factoring in the strike price (so at a strike price of 0 you will be offered 6%/4 per year..) Perhaps throw in a 20% rebate for "more fun job", but then again remember that the "VC valuation" of the stock is what VCs with a lot more capability for risk than you, so perhaps you want a 20% risk penalty (or more!) "But the startup cannot afford to pay market". No, but they should compensate through sufficient ownership. Otherwise you will just be working hard to try to make someone else rich. You don't say what stage it is, current valuation etc which is very important here.