Saturday, November 19, 2005

Another Saturday meeting with George and David. Admittedly I've been in an unhappy mood with these guys lately, and with all these weekend meetings the angst in me is thinking, "Where was all this interest in the company the last few years?"

I know that's not fair though. Just because they weren't always working at the office or a client site, that doesn't mean they weren't working, I know how many hours they billed per week. If I'm angry at anything besides this buy/sell process, it's just that I thought they never showed any interest in the business, just in the process of billing customers and therefore making more money for themselves. But again, I can't be too angry about that either, because that's a culture I helped create ... which I've come to regret.

Their business “buy offer”

Today's afternoon coffee shop meeting wasn't hostile, but more of a counter-offer from them:

  • A 30% discount (instead of my 28% offer) to account for how the taxes would affect their net income distributions.
  • A 21-month ROI plan (unchanged from my last offer).
  • They reduced my planned salary back to $10K/month.
  • All money would be paid at closing time.
  • All the smaller items I asked for.
  • We also added a term that I would really agree to stay with the company until April 30th. What we really discussed was that I wouldn't work with Jack, and if he tried to make my life miserable I would leave whenever I wanted to.
  • They wanted an agreement that my wife would also stay at the company until April 30th, but I told them that was her decision.
  • They asked for a firmer non-compete agreement from me, but I said no, I wouldn't do that at this price.

They said they didn't have agreement from these terms from all of the other partners, but that this was something they would share with them. They seem much happier than I've seen them in a while, and frankly I'm very surprised they came to any compromise at all. I told them I'd think about it, but I wasn't happy that they changed the 28% back to 30% or reduced the monthly salary.

We talked about those things for a while, but they weren't willing to budge on them. It may not sound like much, but a $2K difference in salary per month is $8K from January 1st through April 30th, so I'm thinking, okay, fine, add another eight days to the stall tactic.

Given my angst with them and with this process of selling my business interest, I didn't bother to tell them about the "Goodwill" clause yet. That's going to be my Columbo "Just one more thing" clause when all the other terms have been agreed to.

One other note: I was reminded during this meeting that my wife doesn't even have an employment agreement with the company. Since she was the second employee, and my wife at the time, I didn't have any reason to have an agreement back then. So she doesn't have a regular employment agreement, a non-compete agreement, or any other form of agreement with the company. I need to let her know that this is probably something they're going to want after the sale ... assuming this sale actually ever happens.

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