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Name Address Dear ________________, We are pleased to offer you a job with [Apple, Inc.] (the "Company"), as [title], commencing on [start date]. Your direct manager will be ______________. Your annual salary will be ______________, paid [semi-monthly] in accordance with the Company's standard payroll policies, which may change from to time. You will be eligible to participate in the Company's benefit plans and programs available to our regular, full-time employees. [If you have a standard bonus program, a good example would be: You will be eligible for a bonus in accordance with the Company's bonus programs as they may be amended from time to time. Currently, you are eligible for a bonus of up to __________ on an annualized basis, which will be paid [annually/semi-annually/ other] on a prorated basis from your time of hire through the end of the bonus period. Eligibility and the amount of the bonus will be dependent on __________________ as set forth in the current bonus program. In addition, you must be in good standing with the Company and employed at the time the bonus is distributed to be eligible for the bonus.] [The Company will recommend to the Board of Directors or appropriate committee thereof (the "Board") that you be granted an option to purchase __________ shares of Company common stock. Such recommendation will be presented at a meeting after your date of hire. Subject to the approval of the Board, the terms and conditions of the option granted to you will be in accordance with the Company's stock option plan and your stock option agreement.] [The Company will pay you a one time sign on bonus of ____________ less legal deductions will be paid within  days of your start date. If you voluntarily terminate your employment or are terminated for cause within one year of your start date, you will be responsible for the reimbursement of the total amount of this bonus.] [In addition, the Company agrees to pay you a ______________ relocation bonus. The bonus may be used at your own discretion and will be considered taxable income. If you voluntarily terminate your employment or are terminated for cause within one year of your start date, you will be required to reimburse the Company for the relocation bonus.]
which requires. for any reason or for no reason. You agree that. On your first day of employment you will be asked to submit verification of your legal right to work in the U. In addition. This offer expires ___________ days from the date of this letter. you will not engage in any other employment. Inc. and with or without notice. ______________________ [title] on behalf of [Apple. ________________________ [Name] . during the term of your employment with the Company. with or without cause. consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment. We are looking forward to having you join [Apple. please sign and date this letter in the space provided below and return it to ____________.S. ___________. To indicate your acceptance of the Company’s offer. occupation.] Agreed and accepted this _______ day of ___________. nor will you engage in any other activities that conflict with your obligations to the Company. signed by an authorized signatory of the Company and by you.] Sincerely. A duplicate original is enclosed for your records. you will be expected to abide by company rules and regulations. This letter may not be modified or amended except by a written agreement. you are free to resign at any time. As a result.You should be aware that your employment with the Company is for no specified period and constitutes at will employment. You will be expected to sign and comply with an Proprietary Information and Invention Assignment Agreement. Similarly. the Company is free to conclude its employment relationship with you at any time.. Inc. the assignment of patent rights to any invention made during your employment at the Company and non-disclosure of proprietary information. among other provisions.
This offer letter assumes you have one. 3) Proprietary Inventions and Assignment Agreement -. in my opinion. If you do have an option plan. Technically employees could also ask for payment immediately upon a change of control but that is fairly rare and generally. not a reasonable result. It is important to have the board meet and approve the option in a timely manner and to establish in the record what the FMV of the common stock at the time was. You may have one by another name. for example. you should have one if you are dealing with technology or any proprietary IP. Since this is highly fact intensive.that can only be done by the board (or by the compensation committee if the board has created and delegated authority to such a committee). If you have not established an option plan. This is a real problem area for companies right now. delay in getting the options formally approved until after you have received a term sheet for a subsequent financing that is an up round you are going to potentially either have to give the employees a less favorable strike price or have a cheap stock issue. you should not be offering equity to any employees as this can create a conflict where an employee has the right to equity but you do not have a proper method to granting him one.This letter assumes that the employee is an exempt employee who is not entitled to overtime. Other provisions Severance -. (2) is the severance payable only if the employee is fired (without cause) or also if the employee leaves after certain things happen to such employee (good reason). remember that this clause does not grant him the option -. It contains bracketed optional language for (1) annual bonus. my advice is that once you are hiring employees who really have no managerial authority or independent discretion that you consult with a labor attorney or that you act more cautiously and hire them on an hourly basis and not permit them to work more than 40 hours a week (also allowing lunch breaks) unless you are willing to pay overtime. in which case. If you do not have one. 1) Options -. If you. .NOTES: This is an offer letter for a US full time exempt employee. There may be a small company exemption so its worth checking. (2) option grant. This has been a real problem for technology companies in particular.This language is only suitable if you have an established option plan. While the exact triggers can also be specifically negotiated. edit accordingly. (3) sign on bonus and (4) relocation payment. the key decision points after deciding to give (or to get) severance are (1) is it triggered at anytime or only after a change of control. Set forth below are the two basic clauses and then definitions of cause and good reason. 2) Exempt versus Non-exempt -.termination without cause/change in control: Certain high level or critical employees may want guaranteed severance if they are terminated without cause or if they are terminated without cause after a change in control (also known as a "double trigger").
reporting relationship or in the nature or status of your responsibilities. you are terminated without Cause [or you terminate your employment for Good Reason] then. Definition of Cause For purposes of this offer letter. an act constituting misappropriation or embezzlement of property. failure or refusal by you to perform your employment duties (except resulting from your incapacity due to illness) as reasonably directed by the Company. lease. Severance upon termination without cause after a change in control [or upon leaving for good reason] ("double trigger") If within ___ [year/months] after a Change in Control. if the existence of Cause is curable. the occurrence of any of the following shall constitute “Cause. upon execution of a form of release satisfactory to the Company. or any other corporate reorganization. (c) your indictment for a felony (other than traffic related offense) or a misdemeanor involving moral turpitude. in which the holders of the Company’s outstanding voting stock immediately prior to such transaction own. titles. (b) a material diminution by the Company in your salary (excluding a reduction that also is applied to all other similarly situated employees)[. upon execution of a form of release satisfactory to the Company. securities representing less than a majority of the voting power of the corporation or other entity surviving such transaction.” provided that you have been given notice by the Company of the existence of Cause and. Change in Control means sale. immediately after such transaction.Severance upon termination without cause [or upon leaving for good reason] If you are terminated without Cause [or you terminate your employment for Good Reason] then. the Company will pay to you an amount equal to _________ less any applicable withholdings and deductions. Notwithstanding . but not limited to. or (d) your commission of an act involving personal dishonesty including. “Good Reason” for termination by you of your employment shall mean the occurrence (without your express written consent) of any of the following: (a) any materially adverse alteration in your roles. (b) willful misconduct by you in the performance of your employment duties. a reasonable opportunity to cure the existence of such Cause: (a) willful neglect. For purposes of this offer letter. the Company will pay to you an amount equal to _________ less any applicable withholdings and deductions. or a material diminution by the Company in your aggregate annual bonus target]. or other disposition of all or substantially all of the Company’s assets or the Company’s merger into or consolidation with any other corporation or other entity. The determination of Cause will be made by the Company in its [sole][reasonable] discretion Definition of Good Reason For purposes of this offer letter. or [(c) the relocation of your principal place of employment to a location more than _____________ (__) miles from your principal place of employment immediately prior to such relocation].
you shall not be deemed to have Good Reason for purposes of this Agreement unless you provide the Company with a written notice within 30 days following your knowledge of the occurrence of an event constituting Good Reason and provides the Company with an opportunity to cure such occurrence within 30 days of the receipt of such notice from you Caveat: Acceleration triggers can potentially implicate the parachute provisions of the Federal tax code (409A). . Theses definitions were 409A compliant to my knowledge as of the end of 2008 but the regulations change from time to time.the foregoing.
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