This form is designed to be used by the Company for rank-and-file employees. Generally a full-blown Employment Agreement (below) would only be appropriate for the CEO and certain key executive officers of the Company. Everyone else would typically sign this much shorter and simpler form of Offer Letter. Make sure you get advice from counsel before using this form for the first time so that your counsel can warn you about the usual pitfalls for st...
show moreart-ups such as failing to pay attention to minimum wage requirements.
Attachment A can be found here: Confidential Information and Invention Agreement for Employees
This document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies Group, which can be found at: http://www.orrick.com/practices/corporate/emerg...
[Company Name], a Delaware corporation (the “Company”), is pleased to offer you employment with the Company on the terms described below.
- 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 [Primary 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.
- Compensation and Employee Benefits. You will be paid a starting [wage/salary] at the rate of $Rate 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.]
- [Stock Options. Subject to the approval of the Company’s Board of Directors, you will be granted an option to purchase Option Shares shares of the Company’s 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. You will vest in 25% of the option shares 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.]
- 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 enclosed standard Confidential Information and Invention Assignment Agreement.
- 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. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. 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.
- 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.
- Withholding Taxes. All forms of compensation referred to in this letter are subject to applicable withholding and payroll taxes.
- 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.
If you wish to accept this offer, please sign and date both the enclosed duplicate original of this letter and the enclosed Confidential Information and Invention Assignment Agreement and return them to me. As required, by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States. This offer, if not accepted, will expire at the close of business on [Expiration Date].
We look forward to having you join us no later than [Start Date].
Very truly yours,
Name: [Company Contact Name]
Title: [Company Contact Title]
ACCEPTED AND AGREED:
Anticipated Start Date: [Anticipated Start Date]
Attachment A: Confidential Information and Invention Assignment Agreement
CONFIDENTIAL INFORMATION AND
INVENTION ASSIGNMENT AGREEMENT