Offer of Employment
We are pleased to offer you the position of [POSITION] with Pristine, Inc. (“we” or the “Company”). In this position, you will be expected to devote your full business time, attention and energies to the performance of your duties with the Company. The effective date of your employment will be [start date]. The terms of this offer of employment are as follows:
1. Position and Benefits. You are being offered the position of [POSITION]. You will initially report to [MANAGER], [TITLE]. The Company will pay you a base salary at a rate of $Salary per month, payable in accordance with our regular payroll practices. Your base salary is subject to statutory deductions and withholding. The first and last payment by the Company to you will be adjusted, if necessary, to reflect a commencement or termination date other than the first or last working day of a pay period. As an employee, you are eligible to participate in our bonus plans and benefit programs as they are established from time to time.
2. Stock Option. Further, we will recommend to the Company’s Board of Directors (the “Board”) that you be granted an option (the “Option”) to purchase up to Shares shares of the Company’s common stock. The Option will have an exercise price equal to the fair market value of the Company’s common stock as determined by the Board on the date that the Option is granted by the Board. Such option shall be subject to the terms and conditions of the Company’s Stock Option/Stock Issuance Plan (the “Plan”) and a Stock Option Agreement. One fourth (1/4th) of the shares subject to the Option will vest on the first anniversary of your employment with the Company and an additional one forty-eighth (1/48th) of such shares will vest on the corresponding day of each month thereafter, subject to your continued employment with the Company on any such date. The Option will provide that vesting will cease as of the date that you or the Company terminates your employment. The grant of such Option by the Company is subject to the Board’s approval and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of the Company. Further details on the Plan and any specific option grant to you will be provided upon approval of such grant by the Board.
3. At-Will Employment. We are an “at-will” employer, which means that your employment with Company is for no specific period of time and may be modified or terminated by Company or you at any time and for any reason, with or without prior notice and with or without cause. Further, your participation in any stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. The at-will nature of your employment may only be altered by a written agreement signed by the President of Company.
4. Employee Confidentiality Agreement. As an employee of the Company, you will have access to certain confidential information and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. Your employment pursuant to this offer is contingent on your execution of the Company’s form of Proprietary Information and Inventions Assignment Agreement (“PIIA”), which requires, among other things, the assignment of rights to any invention made during your employment at Company, non-disclosure of proprietary information, and a one year post-employment non-compete and employee non-solicit. In accepting this offer, you are representing to us that (i) you do not know of any conflict which would restrict your service with the Company and (ii) you will not provide the Company with or bring with you at any time on Company property any documents, records, or other confidential information belonging to other parties. We wish to impress upon you that we do not want you to, and we hereby direct you not to, violate any obligations you may have to any former employer.
5. Immigration Requirements. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or your employment with the Company may be terminated.
6. Rules and Regulations. As a Company employee, you will be expected to abide by Company policies, rules and regulations as in effect from time to time. You will be specifically required to sign an acknowledgment that you have read and understand the Company’s rules of conduct which are included in the Company’s Employee Handbook, if, as and when adopted, as in effect from time to time.
7. Miscellaneous. This letter and the PIIA set forth the entire agreement between you and the Company regarding the terms of your employment with the Company and supersede any prior representations, agreements, and understandings between you and any employee or representative of the Company whether written or oral. Any modification to this agreement, other than the provisions regarding at-will employment which may only be altered by written agreement signed by the Company’s President, shall be in writing, signed by you and a duly authorized officer of the Company. Any waiver of a right under this offer letter must be in writing. You should note that the Company may modify job titles, salaries and benefits from time to time as it deems necessary.
This agreement shall be construed and interpreted in accordance with the internal laws of the State of Texas without regard to conflict of law principles. If this offer is acceptable to you, please sign this document and the PIIA and return them to the Company. This offer is subject to satisfactory reference and background checks.