If you follow baseball, then you've heard of the St. Louis Cardinals.  Second only to the Yankees in world series championships.The Cardinals had a decision to make with mega-star Albert Pujols two years ago.  Should they give him a contract worth 300M over 10 years?

The answer for the Cardinals was "no".  They let him walk to the Angels, and there was a lot of hand-wringing in the city about what it meant for the franchise.

They won another world series in their first year without Albert (2012).  They just won a divisional series this year and are down to the final four in the playoffs.  Which just goes to show you, you can't be held hostage by your talent threatening to walk to other companies.  

Simply put, there's 5 reasons/times not to counter top talent that's getting to walk to another company.  Consider not countering if one of these is true in your situation, and don't counter if more than one is true.  Here's my list:

1. They earn too much in respect to the revenue they produce.  At some point, there's a point of diminishing returns.  Don't counter if you are there.

2. The replacement for the talent in question brings 85% of the value at 65% of the cost.  More diminishing returns analysis.

3. You have a history of panicking when people leave.  You're training people to expect counters, and you might be replacing merit increases for "saves" with the best people in your company.  You're better than that.

4. The talent in question is getting ready to break down/slow down.  Is this ageism?  Might be.  Albert has broken down from day one with the Angels, so clearly the Cardinals had this in mind.  What's the equivalent in your company?  I'll let you decide that.

5.  You don't like them.  Life's too short, yo.  Combine this one with any of the factors above and you shouldn't counter just for the sake of your own sanity.

Sometimes it's right to counter.  Lots of times it's not.  Don't fall into the trap of always going into save mode.  Evaluate the prospects like a true dealmaker would.  You're a player, act like one.