What does "10,000 stock options" actually mean? How to calculate what your equity package is really worth, and the questions you need to ask before signing.
Imagine you're reading an offer letter. The equity section says "10,000 stock options." Sounds generous, right? But that number alone tells you almost nothing.
10,000 options at a company with 1 million total shares is 1% of the company. 10,000 options at a company with 100 million shares is 0.01%. The difference in potential value is literally 100x.
After the last post on how startup funding works, you might ask: "Okay, but how do I actually evaluate the equity part of my offer?" This post is the answer.
Before you can evaluate anything, you need to get these numbers from the company:
If a company won't give you the fully diluted share count, that's a red flag. Without it, you literally cannot calculate what your offer represents.
The formula is simple:
Your ownership (%) = Your options ÷ Fully diluted shares × 100
Example: 20,000 options ÷ 20,000,000 fully diluted shares = 0.1%
Now you have a number you can work with. But 0.1% of what?
Here's where it gets speculative. You need to estimate what the company could be worth at exit, then apply your percentage (minus dilution from future rounds).
| Exit Scenario | Valuation | Your 0.1% | After ~35% tax |
|---|---|---|---|
| Company fails | €0 | €0 | €0 |
| Acqui-hire | €50M | €50K | ~€32K |
| Solid exit | €500M | €500K | ~€325K |
| Home run | €2B | €2M | ~€1.3M |
But wait. There's dilution. If the company raises two more rounds before exit, your 0.1% might become 0.07%. Suddenly that "solid exit" is worth €350K, not €500K.
The number in your offer letter is the starting point, not the ending point. Dilution, liquidation preferences, and tax all take their cut.
Two different animals. Understanding which you're getting matters.
You get the right to buy shares at a fixed price (the strike price). If the company's value goes up, you buy low, sell high. If it goes down below your strike, your options are "underwater" and worthless.
You get actual shares when they vest, no purchase required. They're always worth something (as long as the stock is above €0). More common at later-stage companies.
| Aspect | Stock Options | RSUs |
|---|---|---|
| You pay to get shares | Yes (strike price) | No |
| Can be worthless | Yes (if underwater) | Only if stock = €0 |
| Upside potential | Higher (if early) | Lower but safer |
| Tax timing | At exercise + sale | At vest + sale |
| Typical at | Early-stage | Late-stage / public |
You don't get your equity upfront. You earn it over time. The standard is:
The cliff protects the company. If you leave before 12 months, you get nothing. After the cliff, vesting typically happens monthly.
Watch for: Some companies have longer cliffs or backloaded vesting (more equity in later years). Amazon, for example, does 5-15-40-40 over four years. That's very different from 25-25-25-25.
Here's a trap that catches people: when you leave a company, you typically have 90 days to exercise your vested options. That means you need to come up with cash to buy your shares (sometimes tens of thousands of euros) or lose them.
If you have 20,000 vested options at a €3 strike price, exercising costs €60,000. That's cash you need within 90 days of leaving, or your options expire worthless.
Some companies offer extended exercise windows (1-10 years). This is a huge benefit. Ask about it during negotiations. It rarely appears in the initial offer but can sometimes be negotiated.
Here's the ugly truth: investors get paid first.
When a company exits, investors with "liquidation preferences" get their money back before common shareholders (that's you) see a penny. The standard is 1x non-participating: investors get their investment back, then everyone shares the rest.
Preferences don't matter much at huge exits (10x+ returns). But at modest exits, they can wipe out most of the value for employees.
Companies often frame equity as compensation for below-market salary. Is it worth it?
You need to think in expected value. Equity is a bet. Most startups fail. A rational calculation:
But your risk tolerance matters. €80K in salary is guaranteed. €105K in expected equity value might be €0 in reality. If you need the cash, take the cash.
Before signing, get answers to these:
A company that gets defensive about these questions is telling you something. Good companies are transparent about equity because they know it's a key part of compensation.
What's "normal" varies wildly by stage and role. Rough benchmarks for Series A-B companies:
| Level | Typical Range (%) |
|---|---|
| VP / C-Level | 0.5% - 2.0% |
| Director | 0.1% - 0.5% |
| Senior Manager | 0.05% - 0.2% |
| Manager | 0.03% - 0.1% |
| Senior IC | 0.02% - 0.1% |
| Mid-Level IC | 0.01% - 0.05% |
| Junior | 0.005% - 0.02% |
Earlier stage = higher percentages but higher risk. A senior IC at a seed company might get 0.5%; the same person at Series C might get 0.05%.
Equity isn't free money. It's a bet on the company's future, with real complexity around vesting, dilution, preferences, taxes, and exercise windows.
Don't just accept the number in your offer letter. Calculate what percentage it represents. Model what that might be worth in different scenarios. Ask the uncomfortable questions.
And remember: a smaller percentage of a successful company is worth more than a large percentage of one that fails. The equity matters, but the quality of the company matters more.
Next up: how to actually do due diligence on a startup before you join. The research you should do that most candidates skip.