My current job contract with ABC Industries has a non-compete, stating that I cannot go work for a "direct competitor" until at least 2 years after my employment with ABC has concluded. Additionally, I can't take any trade secrets, patent applications, client lists, etc.; with me (i.e. don't go stealing company contact lists and customer databases).

I had a dispute about a half year ago with my boss (was promised 2 promotions plus a massive bonus and raise for excellent work, made the company a ton of money, millions per year thanks to the team I formed, trained, and led). After putting in all this work, the bonus/raises/etc. were rescinded, with no reason provided. I was given even more work, but none of the promised benefits.

While talking with one of our larger customers (CompanyInc) over a "e-lunch" meeting (monthly sales/order call), I casually mentioned that I hand-picked, formed, trained, and led the team that did all this work and generated all this extra cash for our company. The customer from CompanyInc (i.e. one of their sales engineers that I meet every month) put me in touch with their VP. I thought it was to place an order or contract renewal with my employer ABC, and it turned out to be a job offer for me, with a massive increase in benefits. My job is to "re-create the success of my previous initiative, without bringing any company secrets with me" (i.e. re-create parts of my old project without using any ABC information: re-invent it from scratch).

I have no doubt that within 8 months, I could have this project running at full speed, and within 12 months, cause ABC to be short a lot of money per year. The idea behind the product is actually dead simple, and the only reason the company is making money off of it is due to not adhering to the open source software license associated with the project (new employer already knows this, and plans to comply with the license).

My question: Is there any practical way to inform my current employer that they should pay-up, or I'll leave (and they'll lose a ton of money in the process)? I'd like to, despite all this, stay with my current company (only because new employer would require relocation to a less desirable city), but I can't think of a way that doesn't come across as an ultimatum. Is there a constructive approach to this?


5 Answers 5


Don't do it. People don't like being threatened, in particular people who abuse a position of power really dislike any threat to that power. They're likely to react to hurt you in some way so they can feel that they 'won' even if it's not the optimal financial outcome for themselves.

You've got an offer to move to a much better company, so take it. Don't give 'SuckCo' any reason to suspect where you're going, and ask the new company to promise (in writing) to pay your legal fees if 'SuckCo' do sue you.

  • 9
    Yes, this is important. Given what you’re doing, you ask NewCo to put in writing (or get their lawyers to put in writing) that they have reviewed your noncompete contract. Your new role will not violate that noncompete. And the company commits to defending you at their expense if SuckCo comes after you.
    – Kaz
    Commented Mar 11, 2021 at 13:47
  • 3
    And make sure YOUR lawyer reviews NewCo's lawyers' work. Commented Mar 14, 2021 at 21:57
  • Also note that if both you and the client quit the company at the same time, they may put 2 and 2 together. Make sure your new contract is ironclad. And insure that you're still paid a good severance package in case company B caves to company's A legal threats and fires you. Commented Mar 15, 2021 at 1:14

is there any practical way to inform my current employer that they should pay-up, or they'll bleed a lot of revenue (and likely have the FSF giving them a call)?

I wouldn't bother. Like what are you going to do if they do "pay up"? Stay? If they promised you these things (was the promise in writing or was it verbal?) and they didn't honor those promises then their credibility is shot and "paying up" won't change that.

In-so-far as CompanyInc is concerned, how big are they? If they're plenty big then I'd assume that any offers made by them would be thoroughly vetted by their legal team. If they're a small company than they might not have a legal team and could be in violation of a non-interference clause by hiring you. Assuming that they even have a contract with SuckCo.

  • CompanyInc is quite large. Cusp of S&P500, IIRC. Also, I might stay, since I've racked up a lot of severance and equity. Basically, is there a feasible way to get SuckCo to "smarten up", or is it one of those situations where there's no negotiating: just take the plunge? Also, CompanyInc would eventually require relocation when the pandemic has subsided (if ever).
    – Vargas
    Commented Mar 11, 2021 at 0:45
  • 11
    No, you can leave or not leave. They’re not going to match an arbitrary 2.5x salary offer and if you say it’s to recreate the same product somewhere else they will go into war mode immediately.
    – mxyzplk
    Commented Mar 11, 2021 at 1:20
  • @mxyzplk I wouldn't be telling them it's to create a new product. I'm trying to phrase it in a way that makes in inescapably clear that they will lose money, without being overly specific (i.e. don't be too specific on how they'll lose their shirts).
    – Vargas
    Commented Mar 11, 2021 at 1:44
  • @mxyzplk For example: "hey Bob, remember that extra $8 million of recurring annual revenue I got going for the company? Would we be in trouble or face layoffs if it stopped coming in?".
    – Vargas
    Commented Mar 11, 2021 at 2:11
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    I don’t know how many ways we can say “no, that’s not going to work out for you”
    – mxyzplk
    Commented Mar 11, 2021 at 2:37

Just a note on what you should do for NewCo. Given the importance of what you will be doing and the amounts of money involved.

Get NewCo to put in writing (or get their lawyers to put in writing) that they have reviewed your noncompete contract. That your new role will not violate that noncompete. And the company commits to defending you at their expense if SuckCo comes after you.


Edit I'm just going to take the offer. I had hoped to get SuckCo to correct their previous mistakes, but it looks like only the nuclear option is viable.

That is what I would recommend with the caveats you seemed to outline. Don't take any source code, db schemas, etc... Since they cannot erase your memory, you can't help but take the knowledge of how the system works. Besides, doing this a second time will likely lead to many improvements and customizations for this customer. The end result will be somewhat different.

If you are in the US, the "2 years of no employment with a direct-competitor" is not reasonable, and likely unenforceable. Besides you are not going to work for a direct competitor, but a client. They won't have a leg to stand on in this regard. However, there is no reason to make trouble for yourself or your new employer. Just be vague when giving your notice. "I plan to take some time off and travel some", is always a good thing to say.

This is a business transaction where you have a product to sell (your time and knowledge). Someone offered to purchase your limited supply of product at a much higher price then your current customer. Of course you would prefer to sell to the new client. No need to be emotional.

  • 3
    It’s often unenforceable; different states different results; in CA it’s definitely not enforced, but that’s because, employees of oracle, Microsoft, Apple, etc took them to court
    – Donald
    Commented Mar 11, 2021 at 11:53
  • 5
    Downvoted because of a dangerous misunderstanding of non-compete agreements: working for a customer does not protect you from violating the agreement because you are not working for a competitor. In many states (especially New Jersey where it is explicitly written into the law), that is considered you competing against your former employer as yourself. You are taking your employers customer away.
    – Joe
    Commented Mar 11, 2021 at 13:02
  • 1
    @Joe one thing is for sure, it will likely depend on the jurisdiction. It would not be enforceable in FL and likely any right to work state. And from what Joe said, also CA.
    – Pete B.
    Commented Mar 11, 2021 at 18:58

I'm just going to take the offer. I had hoped to get SuckCo to correct their previous mistakes, but it looks like only the nuclear option is viable.

This is the smartest idea. Good choice. Always do what is best for you, not your company. Nobody is going to consider you as a "back stabber" for 1) getting a better job, and 2) improving yourself for the better of your own life.

With that said, it sounds to me like you're just a person who builds products. Not sure if you're a mechanic or some sort of software or what. But point is it's not your job to convince the workplace that they can make more money doing X. They have a goal in mind and you're just along for the ride. If you don't like it, it's best to simply leave and explain why in such a way that doesn't burn bridges.

  • 2
    With the attitude they have shown, I wouldn't be surprised if the old company considers him a "back stabber" but that's not anything OP should worry about.
    – gnasher729
    Commented Mar 11, 2021 at 16:33
  • @gnasher729 Quick question is why would that matter? Generally if you leave a company, how often would one come back to same company? Worst case is the execs end up working in the same position elsewhere and sees your name come along. But even then, since they're at a new company they'd have to convince others that you're not a good fit. I say he got very little to worry about unless it's the only place to work (doubtful).
    – Dan
    Commented Mar 11, 2021 at 17:07
  • @Dan: Yes. And if OP encounters execs who ended up working in the same position elsewhere, they probably left SuckCo for reasons similar to OP's. So they're not gonna rat on him. Commented Mar 11, 2021 at 21:26

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