Is this a bad situation?
patio11: I was employee #4,256 (sequential badge numbers!) at a major Japanese megacorp and didn't get a contract until well after I had passed the point of no return on the job offer.  Not having a contract yet is bad only to the extent that you believe it to bad.  (Americans are taught that paper is magic, but it is merely one dispute resolution tool among many, including exercising persuasion, social ties, and reputational capital.)Run the math on whether the difference between the bonus and the equity matters to you.  If it does, time to negotiate.  Simply say "I took this job in consideration of the fact that you offered me a package with X, Y, Z, and 1% equity.  Your letter indicates that 1% equity may be infeasible for legal reasons.  I think we can come to a mutually beneficial resolution which compensates me adequately and addresses your concerns.  The sale bonus you have proposed doesn't quite get us there.  What else can you offer me?"  (Feel free to give suggestions, but talk topics, not numbers.  First rule of negotiation: the first guy to give a number loses.  Which is good news for you, because you have already heard one number.  I can guarantee you, you won't get any worse than that!)