[drelihan]

You own 40% of the company right now and Jim owns 60% ( assuming all common stock ). If you sold the company right now, that should be the ratio to use to divvy up the proceeds due to the common shareholders.

Assuming no vesting / clawback agreement was in place:

Simple option: have Jim buy your shares at fair value, which may be very close to 0.00. If Jim is unwilling / unable to pay with cash, have the company write you a note for the shares. In both cases, Jim ends up with 100% equity, which is what you say he wants, while you are compensated for value created to date.

[mickeyM]

Yeah, Jim buying me out would be a preferable option now