raging boss, or a heckler in an audience, chances are that the unhappy

individual is not unhappy with you. "He may be having a bad day.

He may have gotten bad news. He may have poor self-esteem," says

DiResta, ticking off just some of the reasons that this person is

inclined to give you grief.

really win — a battle with a sour subordinate, cranky boss, or

quarrelsome member of your audience. "Don’t engage," advises

DiResta. "It’s a lose/lose situation. If you engage, you’re the

enemy." Even if you win the skirmish, there is an excellent chance

that your adversary will rally support, and will strike again.

"It’s not `you’ and `I,’ it’s `it.’" Listen. Find out what

the problem is, and work on the problem itself. If the other person

is not ready to talk about the problem rationally, walk away,

promising

to talk things out at a calmer moment.

it could not be more important. "Would you drive from New Jersey

to Wyoming without a map?" asks Eagle. Creating a business plan

is even more important. It provides key information on demographics,

demand, finances, personnel and so much more. But even more than that,

it is a test. If a person is unwilling to go through the work of

creating

a business plan, says Eagle, that is a pretty good indication that

he is not cut out to be an entrepreneur.

the CEO, CIO, COO, CFO, facilities manager, marketing director, and

then, at the end of the day take the garbage out?" asks Eagle.

If the answer is no, think twice about the entrepreneurial life.

someone

who is prepared to assume three or four or five of the above job

titles,

but knows he would be no good as a CFO? Or who thinks he can do it

all — except the marketing? No problem, says Eagle. Self-knowledge

is critical. If a would-be entrepreneur knows he has no talent or

maybe no patience for one or more essential tasks, he needs to set

aside funds to outsource that task or to hire someone to perform it.

says Eagle, tend to be resourceful, organized, good negotiators, and

risk takers. Add a sense of humor and family support to the list,

and all the personal ingredients are in place.

who might not make it as a business owner is the non-flexible,

super-organized

type. An entrepreneur has to be ready for anything, must realize that

change is the only constant, and must take it all in stride.

but, says Eagle, it doesn’t. The SBDC can put entrepreneurs in touch

with lenders, but the lenders expect to be repaid. What they look

at, she says, is an entrepreneur’s credit history, his collateral,

and the amount of his own funds he is going to commit to the venture.

more — fail for lack of cash flow than for any other reason. So,

is bigger cushion going in the answer? No, says Eagle. The key is

planning, scrupulous planning for every facet of the business.

to help all entrepreneurs, those for whom a business is still just

an idea, and those who have been working a business for many years.

Help includes one-on-one counseling to determine feasibility, sessions

with lawyers, accountants, marketers, and other professionals, and

workshops. Counseling sessions are free, and workshops carry, at most,

a small charge.

a business owner and for his employees — starts with an analysis

of a business’ current situation. Tote up assets, look at cash flow,

and make sure insurance is in place.

of all. Decide when you want to retire, and how you want to live.

A business owner with 20 working years left, no children to educate,

a wife with a trust fund, and a desire to spend his golden years

tending

the garden in front of his humble Cape Cod will want a different

strategy

than a business owner who wants out in five years, has a daughter

headed to medical school, and dreams of traveling the globe —

maybe in his own sailboat.

analyzing expenses, and clarifying goals, designate money to go toward

retirement savings.

choose

among a number of retirement plans that carry tax advantages. Among

them are SEP accounts, 401 (k) plans, and profit sharing. Often

employees

need to be covered, too, and allowed to contribute — or have

contributions

made for them — in the same percentage as their boss’s

contribution.

Maximum contributions to some of these plans have been raised this

year, and will continue to go up for the next several years. "You

can put up to $40,000 in a SEP this year," says Seamon. All of

these plans are relatively easy to set up, and carry low

administration

fees.

up a companywide, tax-advantaged plan, say a 401 (k), can still put

money into a Roth IRA. This retirement account does not confer an

immediate tax advantage, as a standard IRA does, but withdrawals are

tax free.

plans, a small business owner should consider other investments. Real

estate, a portfolio of stocks and bonds, and CDs all help cushion

the transition to a life after work. A recent Wall Street Journal

poll finds that those who invested in a number of these vehicles enjoy

a substantially more satisfying retirement than those who did not.

handbook

is no big deal. In New York, for example, courts give it little weight

as a promise of continued employment. In this state, however, the

books, passed out so casually by employers, and quickly thrown away

by legions of employees, can be ticking bombs. "In New

Jersey,"

says Harris, "courts will go along with an implied right of

employment."

A lot of her clients come from New York, bring along the handbook

they used at their former company, change the name on the front and

pass it out. If the book speaks of the long, happy days each employee

will spend with the company, the employee could infer that he was

being offered lifetime employment. If the book mentions a probationary

period, the employee might think that after he got through that two

or three months, he would be home free, unable to be dislodged from

his job. "What it might mean is that insurance would not start

for two or three months," says Harris.

Not all employees who sue citing such language are out to get their

employers, she says. There can be genuine differences in

interpretation.

This is among the reasons that she says a handbook is not a great

idea for a small company. Better to do without than to risk sending

out a message that could be interpreted as a promise of lifelong

employment.

Companies that do opt for an employee handbook would do well to seek

expert legal advice in drafting the document.

than it is worth, but, says Harris, individual policies and procedures

can save the day. Should an employer, for example, be sued because

of alleged sexual harassment, it is very helpful if he can point to

workshops, training sessions, written guidelines, and posted policies

indicating that his company will not tolerate such behavior.

years,

attracting high-quality employees has been a struggle. The situation

has eased a bit, says Harris, but is still an issue. In this climate,

employers have been using every weapon in their arsenal to pull in

the best employees. Offers of stock have become very popular, but

can be dangerous.

"A client of mine owned 85 percent of his company, but gave away

15 percent to three employees, five percent to each," Harris

recounts.

In New Jersey, even minority stockholders have rights, and when the

business owner recently wanted to sell, the stock he had given away

came back to haunt him. The buyer insisted on including the three

minority stockholders in the negotiations. Two, it turns out, were

on good terms with the, and did not cause a problem. The third,

however,

had become a competitor and was not on good terms with the owner.

The stock he owned gave him leverage, says Harris, and greatly

complicated

the sale.

actual stock, says Harris, is presenting some or all employees with

"phantom" stock. This is basically a contract that promises

to pay employees a percentage of certain stock events, such as an

IPO or a distribution. This way, she points out, employees share in

the success of the company, but do not have the leverage they would

have as actual stockholders.

confidentiality

clauses in employment contracts and restrictive covenant agreements,

employees agree to keep their employers’ secrets, and, by extension,

the secrets of their employers’ customers. They may also agree not

to go to work for a direct competitor should they quit and not to

raid their employer’s personnel roster should they start a competing

business.

Harris says employers need to take care in drafting these documents.

"You can’t shut an employee down," she says. He must still

be able to make a living after he leaves your employ, but if documents

are carefully drawn, and do not appear to single out an individual

employee without a good business reason, courts will be inclined to

uphold the agreements. And the agreements could save a business.

Without

them, a former employee, say an individual with knowledge of all vital

source code and relationships with all important customers, could

set up shop across the street, hire his former co-workers, and cripple

his former employer.

few employers relish, yet it is often necessary, and the smart

employer

will be prepared. Among the issues, says Harris, is asking terminated

employees just what company property they have — and asking to

have it back. Along with the laptop and cell phone, be sure to ask

if the employee has downloaded any files from the computer. If the

answer is yes, get the disks back.

Many employers have discharged employees sign a release agreeing not

to sue. To be valid these releases must be accompanied by what the

courts call "consideration." Consideration in this context

often is a severance package. Sometimes an employer fears that a

certain

discharged employee may bring a claim — perhaps for age or gender

discrimination — and he has that employee, but not other

discharged

employees, sign a release. If that employee is given just the standard

severance package, the release will not mean much.

Craft the release carefully, says Harris, particularly if the employee

being discharged is part of a protected class. The release is not

a guarantee that the employee won’t bring a lawsuit — and won’t

prevail if he does — but it’s a help. Or, as Harris says,

"It’s

not 100 percent bullet proof, but at least it’s a bullet proof

vest."