We went through a similar, albeit much smaller, acquisition process recently. However the general principles still apply: 1) If they are genuine bidders, then

We went through a similar, albeit much smaller, acquisition process recently. However the general principles still apply: 1) If they are genuine bidders, then there will be room for negotiation. How much of course depends on a) how much they want to buy and b) how much you are prepared to sell for. Anyway, if they are genuine buyers they will be prepared to negotiate. If they are not, or you can not agree on a deal, then you haven't lost anything (except perhaps some lawyer fees) so don't stress. 2) You should negotiate both the price, the cash/stock mix and the terms. This latter is by far and away the most complex, and YOU MUST GET A GOOD LAWYER TO ADVISE. The devil is in the details, and as you mention, you must make sure they can't do something like arbitarily fire you and take away your stock. 3) Figure out where you are prepared to sell for. Pitch this to them. Don't be a pussy about this. After the back and forth, if you can agree on broad terms great. 4) They will probably want to draw up the contracts. Of course this means the deal will be weighted in their favour, hence YOU MUST HAVE A LAWTER TO ADVISE - and be prepared to haggle on the various clauses. 5) I would say vested stock is pretty common. But you must make sure you are protected against dilution. And you must check the details concerning the circumstances under which they can take your stock. E.g losing your stock for anything other than gross negligence is a no no. Good luck!