[jrockway]

Personally, if I was "A", I would just keep the shares. My time is already gone, so I might as well have a chance at a payoff at a later date.

If I needed money, then I would go for "an amount equal to the salary I gave up by working full time on the startup", which you seem to be offering.

[mistakes]

Actually, I said "a convertible note for an amount equal to"..which gives him a chance for a payoff at a later date and (as I understand it), provides a floor for this payoff while limiting the ceiling to a certain extent.

However I am not sure if this understanding is correct.