- Position & start date
- Salary & bonus overview
- Equity summary
- At-will statement
- Background check contingency
Usually 1-3 pages
- IP assignment (they own your ideas)
- Confidentiality / NDA
- Non-compete / non-solicit
- Arbitration clause
- Termination procedures
Usually 5-20+ pages
The offer letter is the exciting document - your title, salary, equity. It gets you to accept.
The employment agreement (often called PIIA - Proprietary Information and Inventions Assignment) contains the fine print - who owns your ideas, where disputes are resolved, what happens when you leave.
| Term | Offer Letter | Employment Agmt |
|---|---|---|
| Position/Title | ✓ Always | Sometimes |
| Start Date | ✓ Always | Rarely |
| Base Salary | ✓ Always | Sometimes |
| Equity Grant | ✓ Usually | Separate doc |
| IP Assignment | Rarely | ✓ Always |
| Confidentiality | Rarely | ✓ Always |
| Non-Compete | Rarely | Sometimes |
| Arbitration | Rarely | ✓ Usually |
California doesn't require a written employment agreement for at-will employees. However, certain terms MUST be in writing:
- Commission agreements (Labor Code § 2751)
- Wage rate and pay periods - at hire
- IP assignment - must include § 2870 notice
- Arbitration agreements - knowing, voluntary
Even if not legally required, I recommend getting these in writing before your start date:
- Base salary (annual or hourly)
- Position title and reporting structure
- Work location (office, remote, hybrid)
- Classification (exempt vs. non-exempt)
- Equity details (shares, vesting, strike price)
Exact numbers. Not ranges, not "competitive," not "to be determined."
Some contingencies are normal (board approval for equity at early-stage startups), but if everything is "subject to" something else, you don't have a firm offer.
Offer letters often say "X,XXX shares" but omit critical details:
- Percentage of company this represents
- Current strike price / 409A valuation
- Vesting schedule and cliff
- Post-termination exercise window
10,000 shares of a company with 100M outstanding is very different from 10,000 shares of a company with 10M outstanding.
At-will employment means either party can end it anytime. But the compensation terms should still be binding. If the letter says it's not legally binding, ask what IS binding.
- Employment agreement / PIIA you'll sign Day 1
- Stock option agreement (if equity offered)
- Commission plan document (for sales roles)
- Employee handbook or key policies
- Arbitration agreement (if not in docs)
- All numbers match verbal discussions