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> IOW, they're being underpaid relative to market, in exchange for ownership, expecting to get more later when they sell the shares.

Alas this would be a big issue. It is the deferred payment test writ large. Do you want $20 now or $30 next week.

For a lot of humanity when times get difficult we will tend towards the immediate payoff rather than the long term. To eat the seed corn.



It's more like, do you want $20 now, or a chance at $30 later, as long as you don't leave the company? That's a critical difference. If you pay me what I'm worth in cash, right now, I can do with that cash what I like - which includes investing it into the business. If you pay me with future promises that impose additional constraints, then my money is held hostage to those constraints.




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