The Retention Counteroffer, Scored Per Term to Stay, Firm Up, or Leave

This guide is for anyone who has resigned, or said they hold an outside offer, and now has a retention counteroffer and a day or two to answer. It splits the counter into five parts, scores each one on a fixed 0 to 3 scale, and turns the scores into one verdict: Stay, Firm Up (get named terms signed by a set date before you answer), or Leave. It also gives you the exact terms to ask for in writing.

What the evidence says about people who accept a counteroffer

The only outcome figure I could trace to a source is an employer survey from Robert Half Australia. Among employers who made a counter, about 54% kept the employee and about 38% saw the person accept and then leave within 12 months. The widely repeated 80 to 90 percent attrition figures have no sample, date or method that I could find.

The citable figure, read correctly

Robert Half's page says 85% of Australian businesses made a counteroffer in the past twelve months. It says 46% of those counters kept the employee, 7% were declined straight away, and 32% were accepted by people who left within 12 months anyway. Add 46, 32 and 7 and you get 85. So the three outcome figures are shares of every employer surveyed, not shares of the counters made. Divide each by 85 and the retention rate is 54%, which matches Robert Half's own headline calling counters "a coin toss, yielding a mere 54% success rate."

There is a second check. Among people who accepted, 32 out of 78 left, which is 41%. That matches the 40.8% figure in Robert Half's own FAQ. A New Zealand version of the survey gives a similar split: half stayed, 37% left within 12 months, and 8% turned the counter down.

There are limits on this source. The page gives a fieldwork date I could not verify, and it may be a typo. One US outlet labelled the data "California", but the spokesperson quoted is a Robert Half Australia director. It is also an employer survey with no published sample size. Treat it as the best figure available, not as a settled rate.

How traceable each popular claim is

A few other figures with names attached give useful context. None of them decides your case:

• How common counters are. Achievers reports that about 67.5% of managers have made a counteroffer. The rate is 80% at smaller companies and 54.4% at companies with 250 or more employees. Achievers also reports that 55% of employees accepted.
• How rarely people accept over a career. Robert Walters in Belgium found that 13% of professionals surveyed had ever accepted a counteroffer, and that just over a quarter of those stayed with the employer for more than five years.
• What employers think they are doing. Robert Half's salary guide reports that only 20% of employers see counteroffers as a short-term fix.
• Seniority. No published survey gives numbers. One search firm's own cohort says acceptance rises with rank, with C-suite and VP-level people accepting more often than directors.

The takeaway is simple. Base rates do not settle your decision. The terms in front of you do.

The five parts of a retention counteroffer

A retention counteroffer is the package your current employer offers to keep you after you resign or reveal an outside offer. It is a bundle of separate terms, and each one has a different shelf life. Split it into five parts before you react to the headline number.

A. Recurring base pay

This is a permanent increase to your salary. What it proves: the employer has re-priced your role, and every later raise or bonus calculated as a percentage builds on the new number. When it lies: it is "effective at the next review cycle", or it is promised out loud with no date. A raise that starts in the future is a promise, and it scores like one.

B. One-time cash

This means a retention bonus, a special bonus, or an equity grant tied to staying. What it proves: the employer will spend money now. When it lies: it looks like a raise but disappears after one payment, and it often comes with a clawback. A clawback is a clause that makes you pay the money back if you leave within a set period. Section 4 covers how to value it.

C. Title or level

This is a change to your job title, or to the internal grade that sets your pay band and scope. What it proves: you have moved up, if the level code changes. When it lies: the title changes but the level code and pay band stay the same. Or it is "you're next in line", which is not a promotion.

D. Other promises

These are commitments about the future: a review in six months, a new project, remote days, a headcount you will get to hire. What it proves: depends entirely on the form. When it lies: it was said in a meeting, and the person who said it can be reassigned, overruled, or can simply forget.

E. The fix to your original reason

This is whichever term, if any, removes the reason you started looking. It is the part that most often goes missing, because counters are built out of the tools an employer has to hand: money and titles. Pew's survey of people who quit (6,627 non-retired US adults, 965 of whom had quit) shows why that matters:

A counter's usual tools (pay and title) address two of Pew's top three reasons. Disrespect needs a change of manager or structure, and a bigger paycheck does not provide that. If your reason was advancement, also check whether the outside role is a real step up. Refolk scores how well your own history fits a posting, which shows whether the outside offer is a stretch role or a sideways move with a new logo.

Who drafts the binding version

Your manager usually makes the counter out loud. The binding version, if there is one, is written by a specialist function. In Refolk's index of professional profiles, 1,994 US profiles carry the title Compensation Manager or Total Rewards Manager. Another 877 sit at director level in the same function, at employers including Apple, CVS Health and SMBC Group.

The counts come from title matches only, so they miss people doing this work under other titles. In the UK, the top employers for the manager titles include Accenture, Janus Henderson, Citi, Netflix and AWS. The practical point is that retention terms are a professional document. When you ask for the counter in writing, you are asking for the document this function already produces. You are not asking your manager for a favour.

The 0 to 3 scale for each part

Score every part from 0 to 3. The score rewards being in writing, being dated, and having defined triggers, not just being generous. A spoken term scores 0, however senior the person who said it.

The scale is fixed so that two people scoring the same counter reach the same number. Score part E last, using whichever term (A, C or D) addresses the reason you named in Step 1.

Original reason (one Pew category): ____________
Outside offer deadline: ____________
Firm Up deadline (at least 1 working day before outside deadline): ____________

A. RECURRING BASE PAY
  0 = none, spoken only, or "at the next review"
  1 = in writing, no effective date
  2 = in writing, dated, below the outside offer's base
  3 = signed, dated, at or above the outside offer's base

B. ONE-TIME CASH (score safety, not size)
  0 = spoken only
  1 = written; 100% repayment on "cause" defined at employer's sole discretion, OR gross repayment
  2 = written; pro-rata repayment; Cause defined OR net repayment, not both
  3 = signed; pro-rata; net repayment; no repayment on layoff; Cause defined with cure period

C. TITLE OR LEVEL
  0 = none, or "you're next in line"
  1 = email promise, no date or level code
  2 = written with a date, no level code or band
  3 = signed, level code, effective date

D. OTHER PROMISES (scope, review timing, flexibility, projects)
  0 = spoken
  1 = email from your manager
  2 = written by HR, no date or trigger
  3 = signed, dated, defined trigger

E. FIX TO ORIGINAL REASON (score from the term that addresses it)
  0 = counter does not touch the reason
  1 = touches it with a spoken promise
  2 = written but partial or undated
  3 = written, dated, removes the reason

CAP: if your reason is pay and the money is one-time cash with A = 0, E cannot exceed 1.

TOTAL (A to E, out of 15): ____  (for the record; the rules decide)
VERDICT: STAY / FIRM UP / LEAVE
Terms to request: ____________

The cap on part E is there because one-time cash does not fix a pay problem. It raises this year's income once. Next year you are back on the old base, and the gap to the market you just tested is open again.

What one-time retention cash is actually worth

One-time cash is worth the amount you keep under your worst realistic exit, not the headline figure. Retention agreements filed with the SEC tend to be lopsided. Resigning costs you a pro-rata share, termination for cause costs you all of it, and the employer often decides what counts as cause.

How filed agreements structure repayment

• Hertz (senior executive retention letter). The bonus is payable within 3 days of the effective date. If you leave voluntarily, you repay a pro-rata share. If you are terminated for cause, "the Clawback Amount will be 100% of the Retention Bonus." A Qualifying Termination (being let go without cause, roughly a layoff) means nothing is repaid. The employer may recover the money from wages, bonuses and equity, subject to Section 409A tax rules.
• Prothena (retention bonus repayment agreement). It uses 12 months of service, with pro-rata repayment due within 30 days of your termination date.
• Reynolds Group. You repay in full if you resign or are terminated for cause, with Cause "as determined in the sole discretion of the Company."

Pro-rata means the repayment shrinks as you serve the period. Under a 12-month pro-rata clause, leaving at month six means repaying half. Under a Reynolds-style clause, leaving at month eleven still means repaying all of it.

Withholding is not the same as tax owed

IRS Publication 15 sets federal withholding on supplemental wages (bonuses paid separately from salary) at a flat 22%, rising to 37% on supplemental wages above $1 million in a calendar year. That is a withholding rate, not your final tax bill. The trap is in the repayment basis. If the agreement says you repay the gross amount, you pay back the tax that was withheld as well as the cash you actually received. If it says net, you repay only what landed in your account. Applygoat's guidance on bonus clawbacks treats gross versus net and pro-rata as the points to check and negotiate.

Withholding rates are set in Publication 15 and can change. Check section 7 of the current edition before you rely on the 22% figure.

The verdict rules: Stay, Firm Up, or Leave

The verdict comes from two questions, not from the total. Does the counter fix your reason (part E)? And is everything you are relying on in writing (score of 2 or more)? Firm Up is for counters where the right term exists but is not yet written.

Apply these rules in order and stop at the first one that matches:

1. E = 0: Leave. The counter does not touch your reason, so the total does not matter.
2. E = 3, and every part you are relying on scores 2 or more: Stay. If you are counting on the bonus, part B must also be 2 or more.
3. E = 1 or 2, and the gap to 3 is a document (a date, a level code, a signature, a carve-out): Firm Up. Send the dated request in Step 6.
4. E = 1 or 2, and the gap is not a document (the employer cannot change your manager, or will not put anything in writing): Leave.
5. Firm Up deadline passes without a signature: Leave. Do not extend it unless the outside employer extends theirs.

Record the total out of 15 alongside the verdict. It is useful when you compare two counters, or explain your decision later. It does not override the rules. A counter scoring 12 with E at 0 is still Leave.

Why written form matters under at-will employment

At-will employment means either side can end the job at any time for any lawful reason. Under that rule, a spoken promise is weak. To win a promissory estoppel claim (enforcing a promise you relied on), you generally have to show four things:

• a clear and definite promise
• made with the expectation that you would rely on it
• that you reasonably did rely on it
• that you suffered a definite and substantial harm as a result

The Minnesota Supreme Court allowed such a claim in Grouse v. Group Health Plan, 306 N.W.2d 114 (Minn. 1981). But NACE notes that most at-will jurisdictions have barred recovery on this theory for rescinded offers. Promised equity can also fail under the statute of frauds (the rule that some promises must be in writing). In one case, a promised 25% ownership stake after three years of work was barred.

The 48-hour procedure from counter to verdict

Most of the work fits inside two days: about 30 minutes to name your reason, a day to get the counter in writing, and around two hours to split, read and score it. The steps below match the scorecard and the verdict rules.

Timing the Firm Up deadline

Set the Firm Up deadline at least one working day before your outside offer expires. If the signed terms never arrive, you still have time to accept the outside role without asking for an extension in a hurry. Send the request to whoever can sign, which is usually HR or the compensation function. Your manager alone usually cannot.

Subject: Counteroffer terms - signed confirmation by [date, time]

Hi [name],

Thank you for the offer to stay. Before I give you my answer, I need the following confirmed in a document signed by [HR or authorised signer] by [date, time]:

1. Base salary of [amount], effective [date], starting in the [pay period] payroll.
2. Title of [title] at level [level code], effective [date].
3. Retention bonus of [amount], paid by [date]. Any repayment is pro-rata over [number] months, calculated on the net amount I received, and does not apply if my employment ends without cause, including a layoff.
4. "Cause" defined as [definition], with [number] days' written notice and an opportunity to cure before termination.
5. [Fix to original reason, e.g. reporting line to [name], effective [date]].

If I don't have the signed document by [date, time], I'll go ahead with my notice as planned.

Thanks,
[your name]

The final line matters. It makes the deadline real, and it tells the employer that Firm Up is a request for documents, not an opening for another round of negotiation.

How counteroffer scoring goes wrong

Most bad counteroffer decisions come from one of seven errors. Each one either inflates a part that should score low or relies on a number that cannot carry the weight. Check each one before you send your answer.

1. Quoting the 80 percent figure

What happens: you decide, or someone pushes you to decide, based on "80% leave within six months." Why it fails: the figure has no sample, date or method. It has been credited to the National Employment Association, the Wall Street Journal and Business Week, and one practitioner states plainly that it "has never been traced to a published study." Check: ask for the publisher and the year. None exists.

2. Reading 46% as the retention rate

What happens: you take the Robert Half figure at face value and conclude that fewer than half of counters work. Why it fails: 46% is a share of every employer surveyed, including the 15% who made no counter. Among employers who countered, retention was 54%. Check: add up the outcome rows. If they sum to the share who made a counter, the denominator is everyone surveyed.

3. Treating a lump-sum bonus as a raise

What happens: a large retention bonus makes the counter look bigger than the outside offer. Why it fails: it is withheld at 22%, it does not raise future pay, and it can be clawed back in full if you are terminated for cause. Check: is repayment gross or net, and are layoffs exempt? Apply the scorecard cap so part E cannot exceed 1 when your reason is pay and A is 0.

4. "For cause" at the employer's sole discretion

What happens: you read "pro-rata repayment" and score part B at 2. Why it fails: under a Reynolds-style clause, Cause is whatever the company decides it is. That turns a pro-rata clawback into a full one at the employer's option. Check: find a written definition of Cause and a cure period. If either is missing, part B scores 1.

5. The spoken promotion

What happens: your manager says the promotion is "basically done" for next quarter, and you score part C at 2. Why it fails: most at-will jurisdictions will not enforce it (NACE), and a promise that cannot be completed within a year may be barred unless it is written (the LaRue equity case). Check: is there an effective date, a level code, and a signature? If not, C scores 0 or 1.

6. A pay fix for a non-pay reason

What happens: you left because of your manager, the counter is all money, and the number is good enough that you stay. Why it fails: in Pew's survey, 63% cited no advancement and 57% cited feeling disrespected, and money fixes neither. Check: does the counter change who you report to or what your scope is? If not, part E is 0 and the verdict is Leave.

7. Trusting Emerson's 70%

What happens: you go the other way and treat "70% of acceptors gone at 18 months" as proof that staying is doomed. Why it fails: Emerson's sample (1,185 candidates, 356 of whom accepted counters, 249 of them gone at 18 months) comes from a search firm's own candidates. It leans toward people who leave. Check: who ran the survey, and who was in the sample?

The common thread: errors 1, 2 and 7 misuse base rates, and errors 3 to 6 inflate one part of the counter. The scorecard protects you from the second group. Only the habit of asking where a number came from protects you from the first.

Telling the outside employer, and what to do after the verdict

If the verdict is Stay, the realistic cost lands on your relationship with the outside employer, not on a lawsuit. Most US offer letters are not binding employment contracts. The exceptions are clawbacks on signing or relocation bonuses that have already been paid. Expect a "do not rehire" flag at that company.

What withdrawing an accepted outside offer can cost

• Rehire status. Practitioners say you will likely be flagged "do not rehire" at that specific company.
• Bonuses already paid. If you received a signing or relocation bonus, read its repayment terms the same way you read part B.
• Campus hires. University career offices can impose their own penalties. At Illinois, students who renege are blocked from Handshake @ Illinois for at least one semester.
• Agency fees and recruiter blacklists. Whether these follow you is not publicly established. If an agency placed you, ask the recruiter directly what happens.

When to tell them about the counter

Sources disagree. Girlboss suggests telling the outside employer early, because it "can open an honest conversation about flexibility on their end too." Mergers & Inquisitions, writing about reneging, advises against mentioning it at all. My view: tell them only if a better outside offer would genuinely change your verdict. If the verdict is Leave, there is nothing to negotiate, and raising the counter only adds noise.

Keeping the decision current

• Re-check IRS Publication 15, section 7, for the supplemental withholding rate before you value any bonus.
• Re-check Robert Half's counteroffer page for a newer survey, and recalculate the denominator yourself each time.
• If you Stay, put the effective dates from your signed terms in your calendar. A missed effective date is the earliest sign that the counter is not being honoured.

If the verdict is Leave and the outside offer has meanwhile fallen through, you will need more applications quickly. Refolk writes your resume from your own history, tailors it to each posting, and scores your fit, so restarting a search takes days rather than weeks.