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Chapter 13 - THE EQUITY

The omelet took 58 seconds to cook.

Three seconds faster than on Tuesday. Maxwell recorded it as she usually records almost everything: without any ritual, in a column of an accounting ledger created to track her progress, and served it on the white plate that came with the kitchen on Lake Shore Drive, one of the six matching plates she hadn't bought, in a kitchen she hadn't paid for, overlooking a lake whose waters had a peculiar grayish hue that, as if it knew it was March, accepted it without complaint.

She ate standing on the counter.

She had 31 million dollars, a French omelet, and an afternoon date with a man who was about to discover that his stake in the startup was a gift-wrapped trap.

She washed the pan. She went to work.

At 7:15, the Eisenhower was traveling at 72% capacity, as indicated by the defensive driving module: Second lane from the I-90 junction, maintain 60 mph, left lane only at the Ohio Street intersection. Maxwell navigated the phone without thinking, like someone walking around a dark room in their house; the information was simply there, pre-loaded.

He was at his desk at 7:55, with the coffee ready at 7:58 and the route analysis open at 8:1, just like every morning, except now there was a man capable of making an omelet in under 60 seconds and simultaneously reading four-lane traffic.

The routine was the same as on Thursday. Phones ringing. Printers running. At 8:40, Greg Paulson's laughter echoed near the coffee machine: the same sound, the same frequency, that Maxwell didn't find funny enough to justify the reaction it had provoked for fourteen months.

At 9:17, Greg went to the printer. He gathered the documents. He returned to his desk, passing by Maxwell's workstation. His gaze briefly lingered on Maxwell's screen.

Maxwell made a note without looking at his phone: "GP screen check. Instance three. Pattern confirmed." Thoughtful. Tuesday, this morning.

He continued working. He said nothing. He wasn't in a hurry.

Daniel arrived at 12:02.

He was wearing his smart coat, the top button undone over his work shirt, his tie tilted at a forty-degree angle, like a man who starts the morning calmly and then spends three hours slowly losing a battle against his own anxiety. He held a manila envelope in one hand, and a to-go coffee in each, and his face reflected that of someone who had been calculating his stress level since 6:00 a.m. and was now experiencing a wave of functional denial.

He sat across from Maxwell in the lobby cafeteria, took a sip of coffee, and didn't remove his coat, implying that he was about to become so agitated that removing an article of clothing seemed premature.

"Before you start," Daniel said.

"I haven't started yet."

"I know you haven't, I just... I want to start by saying that when I signed this document, I truly believed it was a fair and equitable agreement, and I did my research." Maxwell, I'm not one to... Give me the document. Daniel slid it in. Maxwell opened it. He read so fast it seemed like he was scanning it, but he wasn't; every paragraph, every footnote, every dictated word was linked to the page he was on. The document was fourteen pages long. He finished in eleven minutes.

He closed it.

He put his hands on the table.

"How bad?" Daniel said.

"Each part is bad in a different way."

"Tell me the worst part first."

"You haven't eaten."

Daniel looked at his coffee. "I forgot to eat."

"I told you to eat first."

"I was so stressed, Maxwell..." He paused. He took a deep breath. "Okay. The worst part. Let's start again."

"Section 4.7." Maxwell opened to page four and skimmed the document. "Your job depends on you. They can fire you before the twelve months are up, and you won't have to give up any shares."

Daniel's jaw dropped. "I knew about the timeframe."

"You knew about Schedule B?"

"What?"

"Page eleven." Maxwell looked at him. "Gradient raised 800,000 in convertible notes before hiring you. Those notes convert into shares at a 20 percent discount to the Series A valuation. When they convert, your 0.8% is diluted. If they raise 2 million in the round, a conservative estimate, your stake drops to approximately 0.53%."

Daniel stared at the page. "What's 0.53% of 12 million?"

"Sixty-three thousand. In theory." It depends on an exit that hasn't happened yet.

"I thought it was 96."

"There were ninety-six before Schedule B."

"So I've already lost…" "In theory. Nothing's real until the liquidity event happens." Maxwell clasped his hands together. "The reality right now is this: You have four months to get into trouble. You have eight months of proven performance on which their Series A proposal depends. And you have the Chief Marketing Officer position, which is the foundation of their entire client acquisition model." He paused. "They can't easily replace you in four months without the new investors knowing. That's bargaining power." Daniel stared at the document for a long time. A very particular expression came over his face: the look of a man looking at something he thought was solid, only to discover it was cheap plywood all along. He reached for his coffee. Put it down. Picked it up again.

"I have to tell you something right now that isn't true," he said. "Just once. Just tell me it's really okay."

"Really okay."

"You don't mean it." "No. But you did ask."

Daniel laughed despite himself, a soft, hesitant laugh. "Okay." He placed the document back on the table and smoothed the pages with both hands; Maxwell recognized this as a sign that Daniel was regaining his composure. "What should I do?"

"Call Priya Mehta today. This afternoon. Tell her Victor recommended you. Give her this document and specifically ask her to read section 4.7 and Appendix B, and to explain the negotiation position." Maxwell took a sip of his coffee. "And from now until the Series A funding round closes, make yourself more important than ever. Targeted campaigns with measurable results. Documented. Your name on the results."

"You mean putting something in writing?"

"I mean doing a good job and making sure people see it's yours."

Daniel was silent. The anxious look on his face had shifted; it was still there, but now it had a more functional quality, the look of someone with a plan, not a problem. He nodded, slowly at first, then more confidently.

"Priya Mehta," he said.

"This afternoon."

"And I can send you an update."

"You can."

He stood up. He picked up the document. He paused. "Hey, and I mean this seriously, not lightly, are you okay? Because you've been away, and I don't know if being away is a good thing or something I should be worried about."

Maxwell looked at him. "I'm better than I've been in a long time."

Daniel held his gaze for a couple of seconds. He nodded, not quickly, but for real. "Okay," he said. "Good." He buttoned his coat. "I'm going to get a sandwich on my way out and eat it before I call Priya."

"Okay."

"Because I feel like I should have done it this morning."

"Yes."

She left. Maxwell finished his coffee.

The system beeped.

[Hidden Prize Unlocked]

[Condition: 547 Consecutive Days: Financial and Career Education at Third Party Request]

[Zero Compensation. Zero Expectation. Pure Transfer.]

[Reward: 1,500 Shares: Microsoft Corporation (NASDAQ: MSFT)]

[Price, March 15, 2012: $31.74/share]

[Total Value: $47,610]

[Taxes: Handled by Ascent Protocol. Host's Liability: $0.00]

[Deposit: Fidelity Account -4471]

Maxwell stared at the panel.

He received $47,610 worth of Microsoft stock for explaining the stock offering documents to a friend who needed them.

He returned to his desk. He opened his routing file. He worked until 5:47, as if someone had long ago decided that the number of zeros in his account didn't change the task at hand. The task demanded his full attention. That was the goal. Everything else could wait.

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