Offer Letter To Employment Agreement

---
name: offer-letter-to-employment-agreement
task_id: employment-labor/offer-letter-to-employment-agreement
description: Guides the drafter in converting an executed offer letter into a complete employment agreement using the standard template, implementing jurisdiction-specific modifications, and preparing a cover memorandum flagging material changes and open items.
activates_for: [planner, solver, checker]
---

# Skill: Draft Complete Employment Agreement from Executed Offer Letter

## 1. Subject-matter triage (only if applicable)

- Treat the executed offer letter as the economic and role-setting source of truth, then conform the template to it without silently improving, narrowing, or omitting agreed terms.
- If the template and offer letter differ, decide whether the change is a straight implementation, a jurisdiction-driven edit, or a business choice that needs client approval.
- Separate mandatory legal adjustments from deal terms: do not mix enforceability edits into economic drafting, and do not let template cleanup alter compensation or severance economics by accident.
- If multiple awards, bonuses, locations, or governing-law regimes are implicated, handle each expressly rather than drafting a single blended provision.

## 2. Failure modes the skill is correcting

- Drafter implements compensation terms accurately but collapses distinct equity awards or vesting mechanics into one generic schedule.
- Drafter preserves a restrictive covenant that is overbroad or unenforceable for the employee’s work location, while also failing to add the corresponding IP-carveout language for off-hours inventions.
- Drafter omits repayment mechanics for a signing bonus that should be recoupable if employment ends early.
- Drafter drafts a Good Reason concept inconsistently, creating a mismatch between constructive-termination triggers and severance eligibility.
- Drafter updates the agreement text but fails to surface unresolved points, nonstandard edits, or legal-risk items in the companion memo.
- Drafter produces the memo first or only, leaving the operative agreement incomplete.

## 3. Legal frameworks / domain conventions that apply

- Offer letter controls economics: implement the executed offer letter faithfully, and flag any deviation as a business issue for confirmation.
- Restrictive covenant enforceability: review any non-compete, non-solicit, confidentiality, garden leave, or similar restraint under the law governing the employee’s work location and narrow or delete overbroad provisions.
- Intellectual property assignment: include any jurisdiction-specific employee-invention carveout, notice, and waiver language required for inventions developed entirely on the employee’s own time without use of company resources and unrelated to company business.
- Signing bonus repayment: if repayment is intended, specify the triggering event, the repayment period, any pro rata approach, mechanics for repayment, and any wage-deduction or setoff limitations under applicable law.
- Equity precision: describe each equity award separately when the vesting mechanics differ; keep grant type, vesting trigger, cliff, and acceleration terms internally consistent.
- Good Reason and severance: align the Good Reason definition with the severance section so reductions in pay, title, duties, authority, or location are handled consistently.
- Arbitration and dispute resolution: if included, review the clause for enforceability requirements, including forum, costs, location, and preservation of statutory rights under the governing law.
- Change-of-control coherence: check any change-of-control definition against equity-plan and severance mechanics to avoid gaps or unintended acceleration mismatches.
- Governing law and venue: ensure the agreement’s governing law, forum, and mandatory-law carveouts match the employee’s work location and the template’s enforcement assumptions.

## 4. Analytical scaffolds

- Offer-letter implementation map: go term-by-term from the executed offer letter and map each item to the corresponding agreement provision, confirming that no agreed economic term is lost in translation.
- Template modification pass: identify every template provision requiring change for this executive, this location, and this deal structure, then draft the change and explain why it is needed.
- Compliance pass: review restraints on competition, IP assignment, arbitration, wage-deduction mechanics, and severance triggers for enforceability and internal consistency.
- Multi-item discipline: when more than one compensation component, equity award, location, or post-termination concept exists, enumerate each item separately and analyze it on its own terms before drafting.
- Issue-spotting pass for the memo: capture material deviations from the template, legal-risk edits, open approvals, and any point that depends on client instruction or local law.
- Change-control pass: verify that any severance, acceleration, or termination mechanic references the same defined terms across the agreement, exhibits, and any incorporated plan documents.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Distinguish pre-employment, active-employment, and post-termination obligations so obligations do not bleed across periods unintentionally.
- Keep compensation, bonus, and equity provisions structurally separate even if they all appear in the offer letter; each may operate on a different timetable or trigger.
- Make the relationship between termination, notice, cure period, severance eligibility, and bonus repayment explicit so the sequence of events is clear.
- If any obligation is conditioned on the first day of employment, a continued-service period, or a post-termination window, state that timing relationship plainly.
- When a clause depends on another document, identify whether it is incorporated by reference, superseded, or merely informative, and draft accordingly.

## 6. Output structure conventions

- Produce two files: a complete employment agreement draft and a companion cover memo.
- Draft the employment agreement as the primary deliverable first, and ensure it is complete and operative before preparing the memo.
- The agreement should follow the template’s basic architecture while reflecting only the necessary edits from the offer letter and governing law.
- Use clear section-level drafting conventions so a reviewer can distinguish unchanged template language, implemented offer terms, and jurisdiction-driven changes.
- The cover memo should be a concise advisory document that flags template deviations, jurisdiction-specific modifications, unresolved business points, and legal-risk items needing review.
- Organize the memo by practical categories rather than by the template’s section numbers; include a short recommendation for each flagged item and identify who should decide it.
- If an issue depends on missing facts or client choice, say so explicitly instead of guessing.
- Keep the memo focused on action items; do not reprint the full agreement or restate every routine conforming edit.
- Before finishing, confirm that the agreement file is non-empty and contains operative drafting, and that the memo identifies all material open items and recommended next steps.