I work at a small civil engineering firm and have been here for about 20 years. I became a partner (5%) a few years ago. The founder (95%) is now looking to retire. We have about 30 employees and work primarily in PA and NJ.

After months of waiting for a draft agreement from him, I finally received it and am blown away by some of the demands.

We have a formal valuation that puts the company at $4m.

He wants me to buy the company for the full $4m value. The structure/conditions are: – $250k down payment – he will issue a 10 year note for the remainder at the lowest allowable interest rate and a balloon payment at year 6. – he will stay on for 2 years at a $400k salary (his current salary)… Also wants annual raises, Christmas and summer bonus, and profit sharing. – he retains the title of president and all of the powers that go with it. This includes veto power over my decisions. – my wife and I have to provide separate personal guarantees

I have about $150k in current equity (due to my existing note for partnership) and a 2 year non-compete. The non compete doesn’t prohibit me from pursuing most of our existing clients.

This is absurd, right?? What am I missing? Why is this even remotely a good deal for me?

Every time I sit down with him to discuss, he basically just says this is the agreement. He says it’s negotiable, but everything I offer is shot down without discussion.