Think about what you are saying. Why would management want to tender their shares after exercising all options and get a mediocer payout? And then get issued options in the tier one company. Maybe a double for them if they stay with the new company long enough.  You may not recognize this but these guys work their butts off as does their emloyees. The payout  in my opinion is going to be very big for them whether it is in the form of a takeover at the right time/price or more likely associated  with building the company to its full potential.