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1. Ask yourself what you are looking for at the job.
2. Ask the management for it.
3. Stay or quit if they give it or not.

This way i think one can't get into a dilema.
I'm right know in a situation like this. I'm the only guy who knows what he has to do in a very small company. It's not a big company where if you accept the counteroffer you can get burned. Probably I can work another 5 years there. But in my opinion I acted wrong: I came to him directly with the other offer. He gave me 25% over the other offer. But what he said it was like in the manual: "I have big plans for you", "I just talked to my assistent about increasing you guys (me and the other sucker) the salary next month", "I will give you this, but keep it confidential". Now I know he was not sincere with me. It will fall in a big hole, beacause of himself cause I'll go away.
So, the whole ideea is: first ask and then act.