Sounds like you'll suss things OK. Whatever environment you end up in, there's a shed-load of experience here if you get in a jam. (Myself excluded from that group of folks...
).
Good luck in your decision. Carrots being dangled, by the sounds... 
I hope I can add to the experience as well as glean from it here. Sure are a bunch of smart folks here.
Yeah, the carrot thing. I really wonder where it's coming from. Just had my annual review, which was good, but did not include anything I could take to the bank (company wide freeze on increases, yadda yadda b.s.)
It's a lot to think about, bottom line is that I don't have a passion for this business, and there's one person here that I really cannot stand, I'm supposed to play nice with her, and this big future is hanging off her efforts as head of marketing. I don't have confidence in her abilities to do this, and I don't have confidence that she'd be replaced if she didn't perform as expected.