Narrative. The offer letter is the headline document of every at-will hire. In Big-Law practice it is deliberately short and un-cluttered — the substantive terms (IP assignment, confidentiality, non-solicitation) live in the accompanying PIIA, and equity lives in the stock option grant. The offer letter’s only jobs are to state (a) title and reporting line, (b) start date, (c) compensation (base salary and — separately — any bonus or equity recommendation the board will act on), (d) benefits eligibility, (e) at-will status with crystal-clear language, (f) conditions to employment (I-9, background check, reference-check, PIIA execution), and (g) the integration/governing-law boilerplate. Never embed severance, notice, or “cause” definitions in the offer letter — those belong in an Executive Employment Agreement or separation agreement.

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[COMPANY LETTERHEAD] [DATE]

[CANDIDATE NAME] [CANDIDATE ADDRESS]

Dear [CANDIDATE FIRST NAME]:

On behalf of [COMPANY NAME], Inc. (the “Company”), I am pleased to offer you employment with the Company on the following terms.

1. Position. You will serve as [TITLE], reporting to [REPORTING MANAGER / TITLE]. You will perform duties customarily associated with such position and such other duties as the Company may reasonably assign. Your position is full-time, and you agree to devote your full business time and attention to the Company.

2. Start Date. Your expected start date is [START DATE].

3. Base Salary. Your base salary will be $[ANNUAL SALARY] per year, payable in accordance with the Company’s standard payroll practices, less applicable withholdings and deductions.

4. Equity. Subject to approval of the Board of Directors (the “Board”) and your execution of the Company’s standard form of Stock Option Agreement, the Board will be asked to grant you an option to purchase [NUMBER] shares of the Company’s Common Stock, with an exercise price equal to the fair market value on the date of grant. The option will vest over four (4) years, with 25% vesting on the first anniversary of your start date and the remainder vesting in 36 equal monthly installments thereafter, subject to your continued employment with the Company. All equity will be governed by the terms of the Company’s Equity Incentive Plan and the applicable grant documents.

5. Benefits. You will be eligible to participate in the Company’s standard employee benefits programs, as in effect from time to time and subject to the terms of the applicable plans. You will accrue paid time off in accordance with the Company’s policies.

6. At-Will Employment. Your employment with the Company is “at will.” This means that either you or the Company may terminate your employment at any time, for any reason or no reason, with or without cause or notice. Nothing in this offer letter or in any other document or statement shall be construed to create any other employment relationship.

7. Conditions to Employment. This offer is contingent upon: (a) your eligibility to work in the United States, including your completion of Form I-9; (b) your execution of the Company’s standard Proprietary Information and Inventions Assignment Agreement (the “PIIA”) concurrently with the start of your employment; (c) satisfactory completion of a background check and reference check; and (d) your representation that you are not subject to any obligation to any prior employer that would conflict with your employment with the Company.

8. Entire Agreement. This letter, together with the PIIA, constitutes the complete agreement between you and the Company with respect to the subject matter hereof and supersedes any prior offers, discussions, or representations. Any modification must be in a writing signed by a duly authorized officer of the Company.

9. Governing Law. This letter shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to conflicts-of-law principles.

To accept this offer, please sign and return this letter, along with a signed PIIA, by [EXPIRATION DATE].

We look forward to having you join us.

Sincerely,

_________________________________ [NAME], [TITLE] [COMPANY NAME], Inc.

Accepted and Agreed:

_________________________________ Date: _______________ [CANDIDATE NAME]

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.