Draft Employment Agreement From Offer Letter Terms

---
name: draft-employment-agreement-offer-letter
task_id: intellectual-property/draft-employment-agreement-from-offer-letter-terms
description: Executive employment agreement for a senior technology hire drafted from an offer letter and supporting materials, with a cross-document discrepancy memo flagging inconsistencies for resolution.
activates_for: [planner, solver, checker]
---

# Skill: Draft Employment Agreement from Offer Letter Terms

## 1. Subject-matter triage

- Identify the operative source set before drafting: offer letter, board/committee approvals, equity plan and grant documents, invention-assignment / confidentiality materials, and negotiation communications.
- Treat the offer letter as a starting point, not a complete contract; determine whether any source document adds, overrides, or conditions a term.
- Determine whether the hire is a senior executive with compensation, equity, severance, restrictive covenant, or tax-sensitive terms that require careful coordination across documents.
- If the source set contains only one relevant term for a topic, say so and draft to that term; if multiple documents speak to the topic, reconcile them before finalizing the draft.

## 2. Failure modes the skill is correcting

- Treating the offer letter as the sole source of terms without cross-referencing board materials, equity plan documents, and negotiation communications that may establish different or supplementary terms.
- Failing to produce the required issues memo identifying discrepancies between documents; conflicts among the offer letter, authorizing materials, and negotiation communications must be surfaced, not silently resolved.
- Drafting equity compensation provisions without verifying that the proposed terms are consistent with the equity incentive plan's terms and the authorizing materials for the grant.
- Omitting standard executive-employment provisions that are commonly expected in a senior technology executive agreement even if not expressly mentioned in the offer letter.
- Resolving conflicts in the draft without telling the reader what was inconsistent, which document appears controlling, and what still needs business confirmation.
- Drafting a memo that describes issues in the abstract without tying each issue to the affected clause set, the source conflict, and the practical consequence for the hire or company.

## 3. Legal frameworks / domain conventions that apply

- Executive employment agreements typically supplement an offer letter with more detailed terms; where the documents conflict, identify the inconsistency and draft the operative language expressly rather than assuming the later draft controls.
- Equity compensation terms must be consistent with the applicable equity incentive plan; the plan document generally governs if there is a conflict with individual grant terms.
- A proprietary information and inventions assignment agreement is often required contemporaneously with the employment agreement; the employment agreement should reference and incorporate it if the source set indicates that requirement.
- Deferred-compensation provisions, including severance arrangements, should be reviewed for compliance with applicable tax rules and should include an appropriate savings clause where relevant.
- Change-in-control provisions commonly require careful drafting of acceleration mechanics, including whether acceleration is single-trigger or double-trigger, and whether continued service, release execution, or other conditions apply.
- Severance structure commonly ties cash severance to continued employment through the separation date, a release of claims, and compliance with post-employment covenants; the release requirement should be checked for timing and waiver requirements.
- Restrictive covenants, confidentiality, invention assignment, and return-of-property obligations should be drafted consistently with the role, governing law, and any source-document limitations.
- When a legal proposition is stated in the draft or memo, tie it to the governing authority or document provision supporting it rather than stating the conclusion bare.

## 4. Analytical scaffolds

- Source document reconciliation: read the offer letter, authorizing materials, equity plan, and negotiation communications side by side; identify all terms stated in more than one document; flag any conflicts and note which document appears to be the operative source for each topic.
- Agreement build-out: draft the employment agreement as a complete executive contract covering position, duties, compensation, benefits, equity, confidentiality, IP assignment, restrictive covenants, termination, severance, dispute resolution, and tax-compliance language as needed.
- Issue triage: separate true conflicts from drafting gaps, and separate business-economics questions from legal-consistency questions.
- If a topic is addressed in multiple documents, evaluate it clause-by-clause rather than document-by-document so the inconsistency is visible.
- Issues memo: for each discrepancy, state the competing formulations, identify the impacted clause(s), state the source documents implicated, and explain the practical consequence if the conflict is left unresolved.
- When the source set provides a scale, threshold, deadline, vesting schedule, notice period, or other measurable term, carry that exact measure into the analysis instead of generalizing it.
- If a topic is only mentioned once and there is no apparent inconsistency, note that the draft adopts the single-source formulation.

## 5. Vertical / structural / temporal relationships

- Check the hierarchy between documents: board or committee authorization, plan terms, grant documents, offer letter, and employment agreement.
- Track temporal sequencing: pre-hire promises, signing conditions, commencement date, vesting commencement, post-termination survival, and any milestone-triggered obligations.
- Align obligations that arise at different times, such as signature-conditioned equity, post-closing or post-start-date covenants, and post-termination cooperation.
- When a source document uses a defined term, preserve it consistently in the draft unless a conflict requires an explicit harmonization.
- If a later document appears to modify an earlier term, surface the change and indicate whether the draft should reflect the modification or preserve the earlier baseline pending confirmation.
- Make sure the memo distinguishes between terms that are immediate, contingent, deferred, or surviving.

## 6. Output structure conventions

- Draft the employment agreement as a standalone, execution-ready agreement in conventional executive-employment form, not as a commentary on the agreement.
- Use standard section groupings for a senior executive agreement: engagement and duties, compensation and benefits, equity, confidentiality and IP, restrictive covenants, term and termination, severance, tax matters, dispute resolution, and miscellaneous provisions.
- Draft the issues memo as a separate advisory document that organizes discrepancies by topic and states a concise recommendation for each.
- For each memo entry, include a severity label using a consistent ordinal scale defined once at the top of the memo; apply it uniformly.
- For each memo entry, include the source documents implicated, the nature of the discrepancy, the consequence of leaving it unresolved, and the recommended resolution path.
- End the memo with a short Recommended Actions section that assigns next steps to the responsible business or legal owner and ties them to a practical timing anchor.
- Keep the agreement text operative and complete; do not describe what the agreement would say.
- Preserve the task-specific deliverables: one drafted employment agreement and one issues memo, each ready to export to .docx.