Unless you change the state of play quickly, things will get worse, not better. Here's what you must do:

1. Respect the future.

Get over the past, and quit making decisions based on expired realities. You rejected $40 because you remembered the glory days. You rejected $33 because you remembered $40. Meanwhile, you accelerated the decline in value of your enterprise by installing prohibitively expensive defense mechanisms.

Now, you must instead make decisions based on the current realities, with a full appreciation for the future implications. Ask yourself, how the vote will go? If you survive that, ask yourself what the odds are that you can successfully rebuild value at a pace that will be the slightest bit satisfying to your shareholders.

As you answer those questions, you must...

2. Get very objective.

I know it's hard. But to avoid going down in history as the most tragically self-destructive titan of the tech era, you must become completely clinical in your decision-making. Otherwise, you will act out of pique, instead of doing what's actually best for you and your reputation.

Try this exercise. First, think how personal this has become for you. Now, try to imagine that it's become just as personal for Ballmer. After all, the press has skinned him about this deal almost as much as they have you. The big difference is that he's the one who now holds the cards.

3. Explicitly offer $33.

It's not enough to sit on the porch and say that you'll entertain a return visit from a suitor who is tired of being scorned. Stop fanning yourself like Scarlett, and take the action required to reframe the game: Grab Ballmer in Sun Valley and tell him you'll do the deal for $33.

If Ballmer demurs or hedges, immediately issue a short statement summarizing your offer. That will give shareholders a meaningful reason to vote for you. In effect, you will make yourself the "$33 Candidate" and relegate Icahn to being the "Beggar's-Price Candidate."

If Ballmer agrees, insist on jointly issuing a short statement within 24 hours.

4. Move on to the next thing.

Expedite the deal with graciousness, and then start clean by focusing on an idea that truly stirs your passions. Make that idea work, and the world will once again start thinking of you as a gifted innovator.

And oh, no matter how this thing plays out, do not even think of taking your old title of "Chief Yahoo." Somehow, it's just not as cute as it used to be.

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