First start with what you want, because there are multiple variables at play in an acquisition:

- Cash Comp - What you are actually paid every 2/4 weeks.

- Sign On Bonus / Retention Bonus - Paid lump sum (or over time) for joining the acquirer.

- Benefits - 401K / HSA / Health / Medical / Dental, individual or dependents.

- Equity - Assuming your equity will be bought out (cash) or rolled into new equity or both.

- Equity Vesting Schedule (AKA Golden Handcuffs) - On what terms does it vest? What are the strike prices for options?

- Non-Compete - May be part of the acquisition for a period of time.

- Termination - Golden parachute or termination without cause and you lose your equity?

Next, figure out what they can give you on each of these compensation areas. This is the negotiation part.

- Maybe they are in a cash crunch and they can give you really generous stock grants?

- Maybe they are out of options in the pool and need to refresh it, so they'd rather give you cash.

Objective of negotiating is finding a solution that works for both parties. You will have a much better time if you focus on what works for them, and toy around with your preferences.

Every negotiation that starts with "Take them for all they are worth" sets the wrong tone.