I will suggest make it a three phase deal. In phase I 0. Keep in mind your expectations and the fact that they are not to be let loose in this phase. 1. Put

I will suggest make it a three phase deal. In phase I 0. Keep in mind your expectations and the fact that they are not to be let loose in this phase. 1. Put the (very) brief of what you have done for the company in the last one year, so that all in the room are in the same picture. Also that you like the company and the people and would definitely like to continue. This will help you in point 3 below. 2. let them know about the problems you are facing with the over hours from what was commited (40 - 70). 3. Express your intentions about joining with equity and are expecting something fair that compensates for the extra efforts you have (and will be) put, as specified in point 1,2. 4. Ask them to put a proposition on the table. 5. Try to scrounge here and there a bit, see if they have something more in mind that has not come out yet. 6. If the deal is at your liking - take it.! - done. Else, just tell them that this is less than what you expect and you will get back to them in a couple of days. This will also give them time to review and upgrade the offer. Since you didn't like it and as you said that they know your value, hopefully they will consider upgrading the offer. ------ Phase II Talk to people or ask on HN at that point again, you will get better advice with better information at hand. Prepare two cases in mind: 1. Worst: If they don't think that you are that important as you think and no negotiation is allowed - no analysis paralysis - just Y/N 2. They are looking to upgrade the offer: 2.1 Avergage: Not to your likeliness but to some midway Decide you lower limit and keep one thought in mind for anything below that - Y/N. 2.2 Best: To your likeliness - Y Remember: this is where the lines are drawn, you cannot go back on the Y/N of 1, 2.1 once decided form here. Give them a call to check what have been thinking, are they looking for an upgrade in offer or not and accordingly fix the next meeting. --------------- Phase 3 With completely figured out Y/N for all 1, 2.1 just behave and negotiate hard in the room. If the meeting has a conclusion - good. Else, if they ask for, give them some but limited (a week max) to turn around.