# Job offer with an equity grant and a three-day deadline

The salary is one sentence and complete. The option on 24,000 shares runs on two documents the letter does not enclose, and the signature is due in three days.

| | |
| --- | --- |
| Status | OFFER EXPIRES MAR 7 |
| Source | web:offers.example/equity-grant-letter |
| Workspace | Showcase |
| Tags | job-offer, equity-compensation, stock-options, vesting, employment-contract |

## What it says

**The pay is settled inside the letter. The equity is a pointer to paperwork that did not arrive with it.**

Four pages from Aldergate Systems, Inc., dated March 4, 2026, for a Senior Program Manager role starting April 6. Nine numbered sections. Section 3 is money you can count; Section 4 is money you cannot.

Aldergate is offering $148,000 a year, a $15,000 signing bonus, and an option to buy 24,000 shares of common stock. Section 3(a) is a single sentence and nothing in it needs interpreting. Section 4 runs to five subsections, and four of them hand the actual terms to the 2024 Stock Incentive Plan or to a Stock Option Agreement, neither of which is attached.

Two things in Section 4 are commonly read as settled and are not. The share count is not a price: what a share costs to buy is set by the Board on the day it approves the grant, which has not happened. And the vesting clock does not start on the first day of work. Section 4(b) starts it on the grant date, and Section 4(a) puts the grant at the Board's next regularly scheduled meeting after the start date, without saying when the Board meets.

| | Fixed by this letter | Left to a document not enclosed |
| --- | --- | --- |
| Base salary | $148,000 a year, Section 3(a) | Nothing |
| Number of shares | 24,000, Section 4(a) | Nothing |
| Price per share to buy them | Not stated | Set by the Board on the grant date, under the Plan |
| Vesting schedule | Four years with a one-year cliff, Section 4(b) | Nothing |
| Window to buy after leaving | Three months, Section 4(c) | Any Plan provision that lengthens or shortens it |
| What an acquisition does to unvested shares | Not mentioned | The Plan, which Section 4(d) makes controlling |
| Whether the shares can be sold | Not mentioned | The Plan and the Stock Option Agreement |

> **The deadline is in the letter. The terms are somewhere else.**
>
> Section 9 ends the offer at 5:00 p.m. Pacific on March 7, 2026, three days after the letter is dated, and provides for no extension. The 2024 Stock Incentive Plan, the Stock Option Agreement, and Exhibit A are all named as binding, and none of the three came with it.

## How it works

**The option runs on a clock this letter describes in full and a price it never states.**

Section 4(b) is the schedule. Section 4(c) is what happens when the job ends, and it is two sentences long. Read together they describe a four-year schedule with a dead first year and a short exit.

**Diagram: Sections 4(b) and 4(c) laid out in time. Month 0 is the Board meeting that approves the grant, a date the letter does not fix to the calendar.**

- Month 0: the Board approves (the clock starts here, not on day one) [accent]
- Months 1 to 11: nothing vests (the cliff, Section 4(b)) [bad]
- Month 12: 6,000 shares vest (25 percent, in a single day) [good]
- Months 13 to 48: 500 a month (1/48th of the grant each month) [neutral]
- Month 48: 24,000 vested (the option is fully vested) [good]
- Leaving before month 12 (nothing vested, nothing to buy) [bad]
- Leaving after month 12 (the vested portion survives, briefly) [neutral]
- 3 months to buy, then it lapses (Section 4(c)) [accent]
- Unvested portion forfeited (automatically, without consideration) [bad]
- Month 0: the Board approves -> Months 1 to 11: nothing vests
- Months 1 to 11: nothing vests -> Month 12: 6,000 shares vest : 12 months served
- Month 12: 6,000 shares vest -> Months 13 to 48: 500 a month
- Months 13 to 48: 500 a month -> Month 48: 24,000 vested
- Months 1 to 11: nothing vests --> Leaving before month 12 : leaves early
- Months 13 to 48: 500 a month --> Leaving after month 12 : leaves
- Leaving after month 12 -> 3 months to buy, then it lapses
- Leaving after month 12 -> Unvested portion forfeited

- **A grant is not a purchase.** The letter grants an option, which is the right to buy 24,000 shares later at a price fixed now. Vesting is when that right becomes usable. Neither event puts a share in anyone's name. Buying them is a third act, called exercising, and it costs money.
- **The strike price is not the company's valuation.** The strike price, which Section 4(a) calls the exercise price, is what a share costs to buy under the option. What an investor paid in a financing round is a different number for a different class of stock. This letter states neither.
- **ISO and NSO are tax categories, not amounts.** Section 4(e) uses both acronyms and expands neither. Incentive Stock Option and Non-qualified Stock Option are two tax treatments of the same shares. The letter says the grant is intended as an ISO to the extent permitted and that the remainder is an NSO, and it does not describe the rule that decides which shares fall where.
- **A share count is not a percentage.** 24,000 is stated. The number of shares Aldergate has outstanding is not, in this letter or in anything it promises to send, so the count cannot be turned into a fraction of the company.
- **The ten-year term is not a ten-year deadline.** Section 4(c) gives the option a term of ten years from the grant date. That term applies while employment continues. Once it ends, the same subsection replaces ten years with three months.

```text
(c) Term and Exercise. The Option shall have a term of ten (10) years from the
date of grant. Except as otherwise provided in the Plan, if your Continuous
Service terminates for any reason other than death or Disability, you may
exercise the vested portion of the Option for a period of three (3) months
following the date of such termination, after which the Option shall terminate
in full and cease to be exercisable. Any portion of the Option that is unvested
on the date your Continuous Service terminates shall be forfeited automatically
and without consideration.
```

_The whole exit is in this subsection. Nothing is carved out: resignation, layoff, and termination without cause all get the same three months. The same sentence sets a deadline for a purchase whose price appears nowhere in the letter._

Three months is measured from the last day of Continuous Service, a capitalized term the letter uses and the Plan defines. The letter does not reproduce that definition, so what counts as a break in service, a leave of absence for example, is not determinable here.

What has to happen inside those three months is a purchase. Exercising means paying the exercise price for every vested share, in cash, to the company, and in some cases owing tax in the same year. Section 4(a) leaves that price to the Board on the grant date, so the amount due in that window cannot be worked out from this document.

## Key claims

**The letter makes three promises about money and finishes two of them.**

Salary and signing bonus are complete on the page. The equity promise is not a grant, it is a commitment to recommend a grant, and four separate events stand between the signature and an option that exists.

Section 3(c) pays a $15,000 signing bonus in the first payroll cycle after the start date and makes it repayable in full if the person resigns or is terminated for Cause inside twelve months. Cause is capitalized, which is how a document signals that a term is defined. This letter does not define it and does not say where it is defined.

Section 4 grants nothing on its own. Its operative verb is that the Company will recommend the grant to the Board of Directors. The Board is the party that decides, and it has not met.

1. **The signed letter comes back by March 7.** Section 9 ends the offer at 5:00 p.m. Pacific. The letter names no way to extend it and no person to ask.
2. **Employment starts April 6, 2026.** Section 2. The start date drives the signing bonus and the benefits waiting period in Section 5. It does not drive the vesting clock.
3. **The Board approves the grant at its next regular meeting.** Section 4(a). The letter does not say how often the Board meets, so the gap between the first day of work and the start of vesting is unknown at signature.
4. **The exercise price is set at that same meeting.** Fair market value of a share of common stock on the grant date, as determined by the Board. This is the first moment the option has a number on the cost side.
5. **The Stock Option Agreement is signed.** Section 4(d) makes the option subject to that agreement and to the Plan. Until it is executed, the summary in Section 4 is the only version of the terms anyone has read.

> **Two clauses in this letter describe different lengths of time**
>
> Section 4(b) describes vesting over four years. Section 7 states that either party may end the employment at any time, with or without cause and with or without notice. The letter does not reconcile them, and Section 4(c) forfeits the unvested portion without consideration when Continuous Service ends.

## Receipts

**Every number above, and the clause of the letter it came from.**

Quoted from the letter as sent, dated March 4, 2026. Nothing here is quoted from the Plan or the Stock Option Agreement, because neither was attached.

- **Claim.** The base salary is $148,000 and is stated without conditions.
  - Evidence: "an annualized base salary of $148,000, payable semi-monthly in accordance with the Company's standard payroll practices and subject to applicable withholdings"
  - Where: Section 3(a)
- **Claim.** The reply is due three days after the letter is dated.
  - Evidence: "This offer will expire at 5:00 p.m. Pacific Time on March 7, 2026 if not accepted in writing prior to that time."
  - Where: Section 9, final paragraph
- **Claim.** The letter promises a recommendation, not a grant.
  - Evidence: "The Company will recommend to its Board of Directors that you be granted an option to purchase 24,000 shares of the Company's Common Stock, at an exercise price per share equal to the fair market value of a share of Common Stock on the date of grant, as determined by the Board."
  - Where: Section 4(a)
- **Claim.** The vesting clock starts at the grant, not at the start date.
  - Evidence: "The Vesting Commencement Date shall be the date on which the Board approves the grant. Twenty-five percent (25%) of the Shares shall vest on the first anniversary of the Vesting Commencement Date, and 1/48th of the Shares shall vest on each monthly anniversary thereafter, subject to your Continuous Service."
  - Where: Section 4(b)
- **Claim.** Vested shares must be bought within three months of leaving.
  - Evidence: "you may exercise the vested portion of the Option for a period of three (3) months following the date of such termination, after which the Option shall terminate in full and cease to be exercisable"
  - Where: Section 4(c)
- **Claim.** The Plan overrides the letter wherever the two differ.
  - Evidence: "The Option shall be subject in all respects to the terms of the Company's 2024 Stock Incentive Plan and the Stock Option Agreement, and in the event of any conflict, the terms of the Plan shall control."
  - Where: Section 4(d)
- **Claim.** The tax treatment appears only as two unexpanded acronyms.
  - Evidence: "The Option is intended to qualify as an ISO to the maximum extent permitted under the Code; any portion that does not so qualify shall be treated as an NSO."
  - Where: Section 4(e)
- **Claim.** Employment can end at any time on either side.
  - Evidence: "your employment with the Company is \"at will,\" meaning that either you or the Company may terminate the employment relationship at any time, with or without cause and with or without notice"
  - Where: Section 7

## What it assumes

**It assumes the documents that actually govern the equity are already in front of the reader.**

One sentence in Section 4(d) makes the Plan controlling in any conflict. That sentence moves most of the equity terms out of the document that was sent and into two that were not.

An offer letter is normally the summary and not the contract, and this one says so plainly. What follows from that is easy to miss: everything in Section 4 is a description of terms held elsewhere, and the description is three days old while the terms are not.

- **That the Plan is available to read.** Section 4(d) makes it controlling and never says where to get a copy. Repurchase rights, transfer restrictions, and anything about a change of control live in it, not here.
- **That exercising is something a person can do.** The three-month window is presented as a right. It is also a deadline for a cash purchase, and the letter never frames it as a cost, in part because Section 4(a) has not fixed the price.
- **That a share count communicates something by itself.** The letter states 24,000 shares in a section otherwise full of deferrals. It never states total shares outstanding, and it does not say that the Plan or the option agreement will.

## Gaps

**Five things the letter leaves open, ordered by how much turns on them.**

Section 4(c) gets two sentences and decides what happens to everything that vested. Section 4(a) gets one clause and decides what any of it costs.

- **The exercise price does not exist yet** (high)
  - Section 4(a) sets it at fair market value on the grant date, as the Board determines it. At signature there is no price, no ceiling, and no estimate anywhere in the letter, so what it would cost to buy a vested share cannot be worked out from this document.
  - Mitigation: The letter addresses this only by naming the mechanism. It makes no commitment about when the Board meets or what it will conclude.
- **A layoff is treated the same as a resignation** (high)
  - Section 4(c) names death and Disability as the only exceptions to the three-month window. Someone let go in a reduction in force has the same three months as someone who quit, and the letter mentions no provision that extends it.
  - Mitigation: Unaddressed in the letter. Whether the Plan provides a longer post-termination window is exactly the sort of term Section 4(d) routes to a document that was not enclosed.
- **Acceleration on a change of control is not mentioned** (medium)
  - The letter says nothing about what happens to unvested shares if Aldergate is acquired or merged. Silence is not the same as saying there is none, and it is not the same as saying there is.
  - Mitigation: Section 4(d) sends every equity term the letter omits to the Plan. The Plan was not attached.
- **No denominator anywhere** (medium)
  - Shares outstanding, the preference stack from prior financings, and the date of the last 409A valuation are all absent. Without them the grant is a count and nothing more.
  - Mitigation: The letter does not promise these figures at any later point, and no section commits the company to disclose them.
- **The signing bonus clawback is stated in gross terms** (low)
  - Section 3(c) makes the $15,000 repayable in full inside twelve months. Tax will have been withheld from the payment when it was made, and the letter does not say whether "in full" means the gross figure or what actually landed in the account.
  - Mitigation: Unaddressed. No other section of the letter qualifies the repayment amount.

## What this brief could not check

- The Aldergate Systems, Inc. 2024 Stock Incentive Plan is named in Section 4(d) and was not attached. It controls in any conflict with the letter, which makes the letter the weaker source for every equity term summarized above.
- The Stock Option Agreement referenced in Section 4(a) was not provided. Repurchase rights, transfer restrictions, and any early-exercise provision would be in that document.
- Exhibit A, the confidential information and invention assignment agreement that Section 6 makes a condition of employment, is referenced and not enclosed. Nothing in this brief describes it.
- This brief was written by hand as a design fixture. It is modelled on real work, but no model read a diff to produce it, and its claims should not be relied on.