Employee Offer Letter

This is an employee offer letter that is useful for any company, but the stock option language fits nicely with an early stage company that offers equity compensation.

[COMPANY NAME]

[Company Address or Letterhead]

[Date]

[Employee Name]

[Employee Address and/or Email]

Dear [Employee Name]:

[Company Name], a [Delaware] [corporation] (the “Company”), is pleased to offer you employment with the Company on the terms described below.

1. Position. You will start in a full-time position as [Employee’s Title] and you will initially report to the Company’s [Supervisor’s Title]. Your primary duties will be [Duties]. By signing this letter, you confirm with the Company that you are under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.

2. Compensation and Employee Benefits. You will be paid a starting [wage/salary] at the rate of $__________ per [hour/month/year], payable on the Company’s regular payroll dates. [As a regular employee of the Company you will be eligible to participate in a number of Company-sponsored benefits,which are described in the employee benefit summary that I have enclosed with this letter.]Remove this section if the Company does not offer benefits.

3. [Stock Options. Subject to the approval of the Company’s Board of Directors, you will be granted an option to purchase __________ shares of the Company’s [Class A] common stock. The option will be subject to the terms and conditions applicable to options granted under the Company’s [Stock Plan Name], as described in that plan and the applicable stock option agreement, which you will be required to sign. [25]% of the option shares will vest on the [12]-month anniversary of your vesting commencement date and [1/48th] of the total option shares will vest in monthly installments thereafter during continuous service, as described in the applicable stock option agreement. The exercise price per share will be equal to the fair market value per share on the date the option is granted, as determined by the Company’s Board of Directors in good faith compliance with applicable guidance in order to avoid having the option be treated as deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended. There is no guarantee that the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with accepting an option to purchase the Company’s common stock.]Remove this Section if the Company does not have an Option Plan or if Stock Options wills not be used as compensation.

4. Confidential Information and Invention Assignment Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Confidential Information and Invention Assignment Agreement, [which is attached to this letter].

5. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s Chief Executive Officer.

6. Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the written consent of the Company. In addition, while you render services to the company, you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.

7. Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.

8. Entire Agreement. This letter supersedes and replaces any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter.

[COMPANY NAME]

By: __________________________

Name: __________________________

Title: __________________________

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