An employment agreement is your business relationship in writing. Everything you're excited about (comp, equity, role) sits alongside everything you're not thinking about (IP assignment, non-compete, at-will termination). Read both halves.
First: offer letter alone or offer plus PIIA?
In most companies you'll sign two documents: a short offer letter, and a longer Proprietary Information and Inventions Agreement (PIIA) or similar. The offer letter covers comp and role. The PIIA covers IP, confidentiality, and restrictive covenants. Both matter. Review both together.
The 10 clauses that matter
1. Role, reporting, and location
Job title, who you report to, where you work (remote, hybrid, office). If your title or reporting line is central to why you took the job, get it in writing. "Duties as reasonably assigned" is a broad clause that can shift under you.
2. Compensation and bonus
Base salary, bonus target, bonus structure (discretionary or formula-driven), and pay frequency. A "target bonus of $X" with no defined formula is discretionary, meaning it may not pay out at all. Push for a defined structure if bonus is a real part of your comp.
3. Equity: type, size, vesting
Options (ISO or NSO), RSUs, or something else? Number of shares granted, strike price, and total company shares outstanding (so you know your percentage). Standard vesting: 4 years with a 1-year cliff, then monthly. Read carefully: cliffs longer than 12 months and back-loaded vesting are unfriendly.
Equity granted but "subject to board approval" with no committed timeline. This is common but can drag out. Get a clause requiring the grant to be approved within 30-60 days of your start.
4. Benefits, PTO, and remote work
Healthcare, retirement match, PTO days, sick leave, remote-work policy. If you were told something verbally in the interview, get it in writing. "Standard company benefits" leaves the employer free to change them.
5. At-will employment and termination
Most US employment is at-will: either side can end it at any time, with or without reason. Some contracts commit to a defined term or require cause for termination. If yours does, read the definition of "cause" carefully.
6. Severance
What do you get if you're terminated without cause? Standard senior-role severance: 3-6 months salary plus healthcare continuation, plus some accelerated vesting on unvested equity. Most offer letters skip this. If you have leverage, negotiate it in.
7. IP assignment
You assign to the employer any inventions, code, or work product you create during employment. Standard for technical and creative roles. Read the scope: does it cover only work-related IP, or anything you build on the side? State law protects genuinely unrelated side projects, but the contract should reflect that.
IP assignment claiming ownership of anything you build in your spare time, even unrelated to your job. Push for a carve-out for pre-existing IP (list your prior work) and side projects unrelated to the company's business.
8. Confidentiality
You keep company information confidential during and after employment. Standard. Watch for definitions of "confidential information" that are so broad they include general skills and knowledge you take with you.
9. Non-compete and non-solicit
Non-compete: you can't work for a competitor for X months after leaving. Non-solicit: you can't recruit their employees or customers. Non-competes are unenforceable in California and several other states. Even where enforceable, they must be reasonable in scope, duration, and geography.
A non-compete of 2+ years covering an entire industry across all states. Almost always overbroad. Push to narrow scope, duration, and geography, or drop it entirely.
10. Change of control
What happens to your equity if the company is acquired? Standard: single-trigger (accelerates on acquisition) or double-trigger (accelerates only if you're terminated within X months after the acquisition). Double-trigger is more common and protects both sides.
The 60-second checklist
- Is your role, title, and reporting line clear and in writing?
- Is base salary defined and bonus structure clear?
- Do you know the size, type, and vesting of any equity grant?
- Is severance defined (or worth negotiating)?
- Is the IP assignment reasonable and does it carve out prior/side work?
- Is there a non-compete, and is it enforceable in your state?
- Is there change-of-control acceleration on equity?
- Are you comfortable with the at-will terms?
Upload the offer letter and PIIA, get a clause-by-clause plain-English read in about an hour with the risks flagged. $1 to try. Not legal advice: a structured second opinion before you sign or take it to an employment lawyer.