Make a list of the questions that you want to resolve. Put them in a priority order. Here are a few that you may want to cover Base Salary and Next salary review date Bonus and how first year will be handled Other Perks, Car allowances etc. Start date and training One thing about offers and counter offers to point out. Most companies don't mind one counter.
Most companies hate two counters.
As you begin your counter, repeat your interest and desire to having this position. You may want to say something like. John, I know I probably shouldn't tell you this upfront, but I want you to know I am very excited about the possibility of joining your company. I've thought about the opportunity and the offer and have got a couple of questions that I would like to ask. I am hopeful that there might be some latitude in the offer and that we can work this out quickly.