[lmm]

> - If am a resource critical enough for the company to match an external offer and keep me because of the work I do and not because I'm threatening to leave, why don't they act on it diligently and offer benefits accordinly (relevant pay raises, shares and etc.)?

It's not about being critical. Even as a more or less interchangeable programmer, if you've shown that you're actually any good then you're worth keeping.

> - The moment the company becomes aware that I'm considering to leave for some place else, I'm a potential replacement, if a good candidate or a layoff comes along.

If the company/team/project is growing then there's no reason to drop someone, and if it starts shrinking then you're better off being the first out.