EMPLOYMENT OFFER LETTER -- EXEMPT POSITION

[__/__/____]

[________________________________]
[________________________________]
[________________________________]
[________________________________]

Re: Offer of Employment -- [________________________________]

Dear [________________________________]:

On behalf of [COMPANY NAME] (the "Company"), I am pleased to extend this offer of employment for the position of [JOB TITLE]. We believe your skills and experience will be a valuable addition to our team. The terms of this offer are set forth below.

1. POSITION DETAILS

Position Summary: [________________________________]
[________________________________]
[________________________________]

2. COMPENSATION

2.1 Base Salary

Your annual base salary will be $[________________________________], payable in accordance with the Company's regular payroll schedule, which is currently [☐ weekly ☐ biweekly ☐ semi-monthly ☐ monthly]. Your salary will be subject to applicable federal, state, and local tax withholdings and other authorized deductions.

2.2 FLSA Classification

Your position is classified as exempt from the overtime provisions of the Fair Labor Standards Act (FLSA) under 29 U.S.C. 213(a)(1) and applicable state wage and hour laws.

Applicable Exemption Category: (check one)

☐ Executive Exemption (29 CFR 541.100)
☐ Administrative Exemption (29 CFR 541.200)
☐ Learned Professional Exemption (29 CFR 541.300)
☐ Creative Professional Exemption (29 CFR 541.302)
☐ Computer Employee Exemption (29 CFR 541.400)
☐ Outside Sales Exemption (29 CFR 541.500)
☐ Highly Compensated Employee Exemption (29 CFR 541.601)

Salary Basis Requirement: As an exempt employee, you will be paid on a salary basis. Your salary will not be subject to deductions for variations in the quality or quantity of work performed, except as permitted by applicable law and regulation (see 29 CFR 541.602). If you believe an improper deduction has been made from your salary, you should report it to [HR CONTACT] immediately. The Company will reimburse any improper deduction and take steps to ensure future compliance.

2.3 Compensation Review

Your compensation will be reviewed periodically at the Company's discretion. Salary adjustments are not guaranteed and will be based on individual performance, Company performance, market conditions, and other relevant factors.

2.4 Signing Bonus (If Applicable)

☐ Not applicable

☐ A one-time signing bonus of $[________________________________] will be paid on [________________________________], subject to applicable tax withholdings. If you voluntarily resign or are terminated for cause within [____] months of your start date, you agree to repay the signing bonus on a pro-rata basis.

2.5 Annual Bonus / Incentive Compensation (If Applicable)

☐ Not applicable

☐ You will be eligible to participate in the Company's [BONUS PLAN NAME], with a target bonus of [____]% of your base salary, subject to the terms and conditions of the plan. Bonus payments are discretionary and are based on individual and Company performance. You must be employed on the bonus payment date to be eligible, except as required by applicable law.

2.6 Equity / Stock Options (If Applicable)

☐ Not applicable

☐ Subject to approval by the Company's Board of Directors (or its designee), you will be granted [________________________________] under the Company's [EQUITY PLAN NAME], subject to the terms of the plan and a separate equity agreement. Vesting schedule: [________________________________].

3. WORK SCHEDULE

As an exempt employee, you are expected to work the hours necessary to fulfill your job responsibilities effectively. While the Company's standard business hours are [________________________________], your schedule may vary based on business needs, and additional hours may be required from time to time. As an exempt employee, you are not eligible for overtime pay.

4. BENEFITS

You will be eligible to participate in the Company's employee benefit programs, subject to the terms, conditions, and eligibility requirements of each plan. A summary of current benefits is provided below. Full details are available in the applicable Summary Plan Descriptions (SPDs), which will be provided separately. In the event of a conflict between this summary and the plan documents, the plan documents will govern.

4.1 Health and Welfare Benefits

4.2 Retirement Benefits

4.3 Paid Time Off

4.4 Additional Benefits (If Applicable)

☐ Flexible Spending Account (FSA)
☐ Health Savings Account (HSA)
☐ Commuter Benefits
☐ Tuition Reimbursement: [________________________________]
☐ Professional Development: [________________________________]
☐ Gym/Wellness Benefit: [________________________________]
☐ Cell Phone Allowance: $[________________________________]/month
☐ Relocation Assistance: [________________________________]
☐ Other: [________________________________]

5. AT-WILL EMPLOYMENT

Your employment with [COMPANY NAME] is "at will." This means that either you or the Company may terminate the employment relationship at any time, with or without cause, and with or without prior notice, to the extent permitted by applicable law.

No manager, supervisor, or other representative of the Company (other than [AUTHORIZED OFFICER TITLE, e.g., the Chief Executive Officer]) has the authority to enter into any agreement or make any representation creating an obligation of employment for any specified period of time or altering the at-will nature of your employment, and any such agreement must be in writing and signed by [AUTHORIZED OFFICER TITLE].

This offer letter is not a contract of employment and does not guarantee employment for any specific duration.

Montana Exception: If you will be working in Montana, your employment is subject to the Montana Wrongful Discharge from Employment Act, Mont. Code Ann. 39-2-901 et seq. After completion of the applicable probationary period, your employment may be terminated only for "good cause" as defined under Montana law.

6. CONTINGENCIES

This offer of employment is contingent upon the satisfactory completion of the following:

☐ Background Check: Successful completion of a background investigation, conducted in accordance with the Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681 et seq., and applicable state law.
☐ Employment Eligibility Verification: Satisfactory completion of Form I-9 and verification of your identity and authorization to work in the United States, in accordance with the Immigration and Nationality Act, 8 U.S.C. 1324a. You must present acceptable documents within three (3) business days of your start date.
☐ Drug Screening: Satisfactory completion of a pre-employment drug test (where permitted by applicable state and local law).
☐ Reference Checks: Satisfactory completion of professional reference checks.
☐ Education/Credential Verification: Verification of degrees, certifications, or professional licenses stated on your application or resume.
☐ Execution of Company Agreements: Signing of required Company agreements, including:
☐ Confidentiality / Non-Disclosure Agreement
☐ Invention Assignment / Intellectual Property Agreement
☐ Non-Compete Agreement (where enforceable)
☐ Non-Solicitation Agreement
☐ Arbitration Agreement
☐ Other: [________________________________]
☐ Proof of Professional Licensure: [________________________________]
☐ Other: [________________________________]

Failure to satisfy any contingency may result in rescission of this offer or termination of employment.

7. CONFIDENTIALITY AND PROPRIETARY INFORMATION

As a condition of employment, you will be required to sign the Company's [CONFIDENTIALITY/NDA AGREEMENT NAME], which will govern your obligations regarding confidential information, trade secrets, inventions, and intellectual property during and after your employment. A copy of this agreement [is enclosed / will be provided on your start date].

You represent that your employment with [COMPANY NAME] will not violate any obligations you may have to any prior employer, including but not limited to non-compete agreements, non-solicitation agreements, or confidentiality obligations. You agree not to bring to the Company or use in your work any confidential or proprietary information or materials belonging to any former employer or other third party.

8. NON-COMPETE AND RESTRICTIVE COVENANTS

☐ Not applicable -- The Company does not require a non-compete agreement for this position.

☐ Applicable -- As a condition of employment, you will be required to sign a [Non-Compete Agreement / Restrictive Covenant Agreement], the terms of which will be provided separately. The enforceability of non-compete agreements varies by state, and the Company will apply such agreements only to the extent permitted by applicable law.

9. ARBITRATION (If Applicable)

☐ Not applicable

☐ Applicable -- As a condition of employment, you will be asked to sign a separate Mutual Agreement to Arbitrate Claims. Under this agreement, you and the Company agree to resolve certain disputes through binding arbitration rather than litigation. The arbitration agreement does not apply to claims that cannot be arbitrated under applicable law, including claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. 401-402). A copy of the arbitration agreement [is enclosed / will be provided].

10. STATE-SPECIFIC PROVISIONS

10.1 California

☐ Applicable -- Pursuant to California Labor Code 432.3 and SB 1162, the pay scale for this position is: $[________________________________] to $[________________________________] per year. This range reflects the Company's good faith estimate of the salary range for this position at the time of posting.

Additional California notices:
- You will receive a written wage notice pursuant to Cal. Labor Code 2810.5 on your first day.
- California does not recognize non-compete agreements (Cal. Bus. & Prof. Code 16600).
- Accrued, unused vacation is paid out upon separation under Cal. Labor Code 227.3.

10.2 New York

☐ Applicable -- Pursuant to New York Labor Law 194-b, the pay range for this position is: $[________________________________] to $[________________________________] per year.

Additional New York notices:
- You will receive a written wage notice pursuant to N.Y. Labor Law 195(1) on your first day (Form LS 54).
- New York City and Westchester County have additional human rights law protections.

10.3 Colorado

☐ Applicable -- Pursuant to the Colorado Equal Pay for Equal Work Act, Colo. Rev. Stat. 8-5-101 et seq., the salary range for this position is: $[________________________________] to $[________________________________] per year. This position also includes the following benefits: [________________________________].

Additional Colorado notices:
- Non-competes are restricted for employees earning below a threshold under Colo. Rev. Stat. 8-2-113.
- Final pay upon involuntary termination is due immediately.

10.4 Washington

☐ Applicable -- Pursuant to the Washington Equal Pay and Opportunities Act, RCW 49.58, the salary range for this position is: $[________________________________] to $[________________________________] per year. Benefits and other compensation include: [________________________________].

Additional Washington notices:
- Washington has a higher state salary threshold for exempt classification (currently approximately $67,724.80/year, 2x state minimum wage).

10.5 Connecticut

☐ Applicable -- Pursuant to Connecticut Public Act 21-30 (as amended), the salary range for this position is: $[________________________________] to $[________________________________] per year.

10.6 Other State: [________________________________]

☐ Applicable -- Pay range: $[________________________________] to $[________________________________] per year.
Additional requirements: [________________________________]

11. ADDITIONAL TERMS

11.1 Prior Employment. You represent that you are not subject to any agreement, obligation, or understanding that would prevent or interfere with your employment with the Company, including any non-compete or restrictive covenant with a former employer that would prohibit you from performing the duties of this position.

11.2 Truthfulness of Application. You represent that all information you have provided to the Company in connection with your application for employment, including your resume, application, and interview responses, is true, complete, and accurate. Any misrepresentation or omission may result in rescission of this offer or termination of employment.

11.3 Entire Agreement. This offer letter, together with any agreements referenced herein (confidentiality, arbitration, equity, etc.), constitutes the entire agreement between you and the Company regarding the terms of your employment and supersedes any prior oral or written representations or agreements, except that this letter does not supersede any separately executed employment agreement, equity agreement, or restrictive covenant agreement.

11.4 Governing Law. This offer letter will be governed by the laws of the State of [________________________________], without regard to conflict of laws principles.

12. ACCEPTANCE

This offer is valid until [__/__/____]. To accept this offer, please sign and return this letter by that date. If we do not receive your signed acceptance by that date, this offer will expire.

We are excited about the possibility of you joining our team and look forward to your response.

Sincerely,

______________________________
[________________________________]
[________________________________] (Title)
[COMPANY NAME]
Date: [__/__/____]

ACCEPTANCE OF OFFER

I have read and understand the terms of this offer letter. I accept the offer of employment as described herein.

SOURCES AND REFERENCES

1. FLSA Exempt Classification -- 29 U.S.C. 213(a)(1); 29 CFR Part 541 (salary basis and duties tests for executive, administrative, professional, computer, outside sales, and highly compensated employee exemptions).
2. Current Federal Salary Threshold -- $684/week ($35,568/year), effective January 1, 2020. The DOL's April 2024 final rule (89 Fed. Reg. 32842) would have increased the threshold to $1,128/week ($58,656/year) effective January 1, 2025, but was vacated in its entirety by the U.S. District Court for the Eastern District of Texas on November 15, 2024 (State of Texas v. Dept. of Labor, No. 4:24-cv-00468). The threshold reverts to the 2019 level.
3. Highly Compensated Employee (HCE) Threshold -- $107,432/year (reverted from the vacated $151,164 threshold); 29 CFR 541.601.
4. State Salary Thresholds -- California: 2x state minimum wage; New York: varies by region; Washington: approximately $67,724.80/year (2x state minimum wage); Colorado: $55,000/year (check for updates).
5. Pay Transparency Laws -- Colorado (Colo. Rev. Stat. 8-5-101 et seq.); California (Labor Code 432.3, SB 1162); New York (Labor Law 194-b); Washington (RCW 49.58); Connecticut (P.A. 21-30); and others. As of 2026, 16+ states have pay transparency requirements.
6. At-Will Employment -- Common law doctrine recognized in 49 states; Montana Wrongful Discharge from Employment Act, Mont. Code Ann. 39-2-901 et seq. (requires good cause after probationary period).
7. FCRA -- Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. (authorization and adverse action requirements for background checks).
8. I-9 Requirements -- Immigration and Nationality Act, 8 U.S.C. 1324a; Section 2 must be completed within 3 business days of hire.
9. Ending Forced Arbitration Act -- 9 U.S.C. 401-402 (prohibits mandatory arbitration of sexual assault and sexual harassment claims; effective March 3, 2022).
10. FLSA Salary Basis Rule -- 29 CFR 541.602 (salary must not be subject to improper deductions; safe harbor provision for inadvertent deductions if employer reimburses and commits to compliance).

This template is provided by ezel.ai for informational purposes only and does not constitute legal advice. Exempt classification must be verified for each position under applicable federal and state law. Offer letters must comply with state-specific pay transparency, wage notice, and at-will employment requirements. This document must be reviewed and customized by a qualified attorney before use. No attorney-client relationship is created by use of this template.