"A couple of years ago, I was employed as the marketing director for a small, family-owned business. For several years in a row, this company saw huge increases in annual sales as a result of my efforts. Unfortunately, the owner died, and the owner's son who took over the business fired me for no reason and placed his girlfriend in my position.

I got another job and am doing very well, but I just got a phone call from my old company making me an 'offer I can't refuse' if I return to my old job. The girlfriend is no longer with the company, and although the son is still CEO, they've hired a new manager, so I won't have to report directly to the guy who fired me. The salary and benefits they're offering are very attractive, and I like the new manager a lot — he seems to be a real 'straight-shooter.' I'm tempted to accept their offer, but I'm worried that 'history will repeat itself.' Is there any way I can protect myself against that happening again?"

Years ago when I worked on Wall Street, we used to have a saying: "Fool me once, shame on you; fool me twice, shame on me." You are an extremely brave soul to even consider returning to a company that treated you like dirt.

Having said that, small companies are extremely volatile, and things can change overnight. The fact that they've reached out to you means they do respect your earlier performance and have high hopes that you will repeat that performance again for them. But they need to know you aren't going to come cheap.

First, you should insist on a written employment agreement — no handshake deals. In most states, you are an "at-will" employee if you don't have a written agreement. This means the company can fire you at any time for any reason, or no reason. In light of your prior experience, that won't be acceptable.

Second, insist on an extremely generous severance package if you are ever terminated for any reason other than "good cause." You can't bar an employer from firing you if the economy turns sour, their business changes, or they just can't afford to keep you on board. But you CAN make it hurt. Don't be afraid to ask for a full year's salary with full benefits. If there's a bonus or commission involved (which there probably will be, since you're a sales guy), ask to receive your full bonus for two years following your termination "without cause" for all business the company generates from customers you brought on board before you were terminated.

Third, have your lawyer look very carefully at the definition of good cause.

You can't prevent an employer from firing you if you are stealing from the company or convicted of a felony. But the definition should be as narrow as possible. Watch out for language allowing you to be terminated for good cause if you are insubordinate, since an employer can easily invoke this clause by making unreasonable and outrageous demands upon you. "Insubordination" should be defined as: "Employee's refusal on at least two occasions to follow reasonable directives of his immediate supervisor after written notice specifying in reasonable detail the conduct expected of Employee." That way, if you are fired for insubordination there will be a written record on which you can base a legal action for wrongful termination.

Finally, consider a "no jerk-around" clause in your employment agreement. This is a provision (common in large company CEO and senior executive employment agreements) that allows YOU to pull the trigger and terminate the agreement, if there's a change in the company's management and your position is downgraded within one year thereafter. So, let's say the company CEO gets a new girlfriend, fires the straight-shooting manager who brought you on board, demotes you to assistant janitor and reassigns you to an office with a seat that flushes. A no jerk-around clause would enable you to quit and collect a huge severance while you look for other work.

It's an aggressive tactic, yes, and the company probably won't like your asking for it, but I think it's reasonable in light of your prior history with this company. You can soften its impact by including very specific language to describe the situations that would lead you to invoke the no jerk-around clause, so the company has clear guidance on what NOT to do to you.

It may be true that "the devil you know" is always better than "the devil you don't know," but this company is asking you to leave a nice, comfortable position and return to one that treated you like garbage. You have every right to play hardball in your negotiations with them, so don't sell yourself short.

If they want you back badly enough, they will pay your price.

Cliff Ennico (cennico@legalcareer.com) is a syndicated columnist, author and host of the PBS television series "Money Hunt." His latest books are "Small Business Survival Guide" (Adams Media, $12.95) and "The eBay Seller's Tax and Legal Answer Book" (AMACOM, $19.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at www.creators.com.

COPYRIGHT 2008 CLIFFORD R. ENNICO

DISTRIBUTED BY CREATORS SYNDICATE INC.