The situation is actually an acquisition. I am accepting my own job, just with the new company. Of course, various things are different such as the benefits, salary, bonus, etc. but the offer is basically good except I don't like the non-compete agreement. I understand that everyone is replaceable, but I feel I am in a reasonable position to negotiate, or at least attempt to.
I generally go with the theory of signing these because they are either not invoked, or are found unenforceable even if they are invoked. What I don't like about this one is that it really is broad, plus it includes the killer clauses that allow the agreement to be amended to be admissible if it is found to be inadmissible by a court. I read that the killer clauses are what lead these to be admissible in practice, because they just weasel the agreement down to the minimum that is enforceable, rather than having the whole agreement thrown out as too broad.