Executive offer letter.
A complete executive offer letter — base, bonus, equity, sign-on, severance, change-of-control, garden-leave, restrictive covenants, and the ancillary schedules executives need.
Dear [Executive Name], On behalf of the Board of Directors of [Company Name], I am delighted to offer you the role of [Title], reporting to [Reporting Line], commencing on [Start Date]. The principal terms of your employment are set out below; ancillary terms appear in the schedules attached to this letter. Your annual base salary will be [Amount], reviewed annually by the [Compensation Committee / CEO]. You will be eligible for an annual cash bonus with a target of [Target%] of base salary, payable subject to the performance measures set out in Schedule A…
What's inside the document.
Title, reporting line, board reporting where applicable, location, work pattern, start date.
Base salary, pay frequency, annual review schedule, currency and FX handling for cross-border roles.
Annual cash bonus structure, target percentage, performance measures, prorating, clawback.
Grant size, vehicle (options / RSUs), vesting schedule, cliff, acceleration on change-of-control, treatment on leaving.
Sign-on bonus structure with repayment clause if the executive leaves within a defined period.
Severance entitlement on involuntary termination, garden-leave provisions, accelerated vesting.
Single-trigger or double-trigger acceleration, severance enhancement on CoC.
Non-compete (where enforceable), non-solicit, confidentiality, IP assignment.
Reference to the equity grant agreement, benefits summary, and signature blocks for executive and authorising signatory.
A complete document set.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
- 12 months of updates to this document
- Commercial-use licence for internal and client work
Three formats, one document.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
8 steps from download to use.
- 01Open the executive offer letter and fill in the role, reporting line, and start date.
- 02Set the base salary, annual review cadence, and any FX handling.
- 03Define the variable comp structure — target percentage, performance measures, payment timing.
- 04Set the equity grant — size, vehicle, vesting cliff and tail, change-of-control treatment.
- 05Configure the sign-on bonus and its repayment clause.
- 06Define severance entitlement and garden-leave terms.
- 07Confirm the restrictive covenants are enforceable in the executive's jurisdiction (non-competes vary widely).
- 08Have employment counsel review the document and the equity grant agreement before sending. This template is the starting point, not the final document.
The right document at the right moment.
Use this letter for C-suite, SVP, and other senior hires where the compensation structure is materially more complex than base + benefits. It covers the typical executive package — base, bonus, equity, sign-on, severance — and the protective clauses that go with it.
Executive offers warrant counsel review. The template gives you a clean starting point; the equity grant, change-of-control mechanics, and restrictive covenants need to be reviewed against your cap table and the executive's jurisdiction before signing.
Honest answers before you download.
- What's a 'double-trigger' acceleration?
- An equity grant accelerates only when both a change-of-control event and an involuntary termination of the executive occur. Single-trigger accelerates on the CoC alone. Double-trigger is the more common modern structure; it aligns the executive's incentive with the acquirer.
- Are non-competes enforceable?
- It depends on jurisdiction. The FTC banned most non-competes in the US in 2024 (subject to ongoing litigation); some US states (CA, ND, OK) have long banned them; in AU and the UK they are enforceable only where reasonable in scope and duration. Adapt the clause for the executive's location and get counsel review.
- Should sign-on bonuses have a repayment clause?
- Standard practice is a graduated repayment clause — 100% if the executive leaves voluntarily within 12 months, scaling down to 0% at the anniversary. The template uses this pattern; adjust the schedule for your context.
- How does this interact with the equity grant agreement?
- The offer letter sets the headline equity terms; the grant agreement is the operative legal document. The two must be consistent. Have counsel produce the grant agreement that matches this offer letter before the executive starts.
Other documents in this neighbourhood.
Employment offer letter
Standard offer for individual-contributor and mid-management hires.
Non-compete agreement
Stand-alone non-compete with jurisdiction-aware enforceability scaling.
Mutual NDA
Pair with executive discussions before the offer is on paper.
This executive offer letter template is a professionally drafted starting point and is not legal advice. The clauses follow current US and AU practice; adapt the document for your specific jurisdiction and have qualified counsel review any clauses you add before signing or distributing. Full disclaimer.