📋 Employment Agreement Analyzer — Employee-Side Review Before Signing

Employment Review: VP Engineering, Series B SaaS, California, $285K Base + 0.75% Equity

An employment agreement analysis produces structured 8-clause review + state-specific enforceability + negotiation points. Based on 2,000+ offer reviews, executive offers typically have 3-5 clauses worth negotiating. Your situation — California employee (non-compete unenforceable), strong leverage (multiple offers), VP-level equity stakes — is high-leverage negotiation opportunity. This review identifies 4 specific terms to negotiate + provides counter-proposal language + confirms California-specific protection on non-compete + recommends lawyer escalation for change-of-control provisions.

Overall Assessment

Rating: FAIR WITH NEGOTIATION REQUIRED.

Strengths:

• Competitive base ($285K standard for SF VP Eng)
• Reasonable equity (0.75% at Series B is mid-range)
• Standard 4-year vesting with 1-year cliff

Weaknesses:

• Non-compete unenforceable in California BUT irritating inclusion
• IP assignment too broad (doesn't carve out personal projects)
• No change-of-control protection (major gap for Series B)
• Arbitration clause (limits legal recourse)
• Signing bonus clawback 12 months

Recommendation: negotiate 4 specific terms. Strong leverage makes acceptance likely.

8-Clause Analysis

1. IP Assignment (CONCERN)

Current: 'Employee assigns to Company all inventions, discoveries, works of authorship, and other intellectual property created by Employee during employment.'

Problem: Very broad. Includes side projects, personal work unrelated to company.

Standard negotiation: carve out:

• Pre-employment IP (listed in schedule)
• Personal work done outside working hours, on personal equipment, unrelated to company business
• Open-source contributions to non-competitive projects

2. Non-Compete (CALIFORNIA — UNENFORCEABLE)

Current: 12-month post-departure non-compete in employee's industry.

California law: Business and Professions Code Section 16600 makes non-competes VOID in California. This clause is unenforceable against you.

However:

• Other states enforce (if company tries to enforce from TX, DE, etc.)
• Signals concerning company values
• Requests removal for record clarity

Recommended: request removal or California-specific carve-out.

3. Non-Solicitation (OFTEN OK)

Current: 12-month non-solicitation of employees + customers.

Enforceability: generally enforceable even in California for customer solicitation (not employees).

Recommendation: narrow scope — 'not solicit for competing business' rather than 'any business.'

4. At-Will Employment (STANDARD)

Current: At-will employment with 30-day notice preferred.

Standard: acceptable.

Consider: negotiate notice period (60 days) for senior role.

5. Change-of-Control (MAJOR GAP)

Current: NO change-of-control provisions.

Problem: at Series B with rumored fundraise/acquisition, this is critical.

What you need:

• Acceleration on involuntary termination after change-of-control: double-trigger (company sold + you're terminated without cause) = full or partial equity acceleration
• Acceleration on substantive role change: protect against being 'promoted out' during acquisition

Standard executive terms:

• Single-trigger: 25-50% acceleration on change-of-control (aggressive)
• Double-trigger: 50-100% acceleration if terminated without cause post-acquisition (standard for VP+)

For your role: negotiate 50-75% double-trigger acceleration minimum.

6. Clawback Clauses (NEGOTIATE)

Current: Signing bonus ($25K) clawed back if employment ends within 12 months.

Standard: common, but 12 months is aggressive.

Negotiation: reduce to 6-month clawback OR pro-rated based on tenure.

7. Arbitration Clause (CONSIDER)

Current: Mandatory arbitration for all employment disputes.

Considerations:

• Limits ability to sue publicly
• Often favors employer
• Can't appeal arbitration outcomes
• Can be challenged but hard

Recommendation: try to remove or carve out claims (discrimination, harassment must be in court not arbitration — some states require).

8. Vesting + Acceleration (REVIEW)

Current: Standard 4-year with 1-year cliff.

Vesting schedule:

• Year 1 cliff: 25% vests on 1-year anniversary
• Years 2-4: monthly vesting of remaining 75%

Standard. Industry normal.

Acceleration conditions: see Change-of-Control above.

State-Specific Considerations (California)

California-Specific Rules:

Non-compete: UNENFORCEABLE (key protection)

Non-solicitation:

• Customer non-solicitation: generally enforceable if narrowly tailored
• Employee non-solicitation: narrower post-2020 legislation, harder to enforce broadly

Trade secrets:

• California recognizes trade secret protection (separate from non-compete)
• Can't use confidential information of prior employer

Pay transparency:

• California requires pay ranges in job postings (2023 law)
• Cannot restrict salary discussion

Arbitration:

• Valid but PAGA claims (Private Attorneys General Act) can proceed outside arbitration
• Discrimination + harassment claims have special rules

At-will:

• Standard in California
• BUT: 'good faith + fair dealing' implied covenant
• Public policy exceptions

Red Flags

Negotiation Points (Priority Order)

Priority 1: Change-of-Control Acceleration (ADD)

Ask: 'Given Series B stage + standard VP-level practice, I'd like to add double-trigger acceleration: if there's a change-of-control AND I'm terminated without cause, 50-100% of unvested equity accelerates.'

Likely response: HR will check with counsel + CEO. Often acceptable.

Fallback: 25% single-trigger OR 50% double-trigger as compromise.

Priority 2: IP Assignment Carve-Outs

Ask: 'Can we carve out: (1) pre-employment IP listed in a schedule, (2) personal work done on personal time + equipment unrelated to company business, (3) open-source contributions to non-competing projects?'

Likely response: HIGH acceptance. Standard carve-outs.

Priority 3: Severance Addition

Ask: 'Would like to add severance for involuntary termination without cause: 6 months base salary + COBRA benefits.'

Likely response: moderate. At VP level, 3-6 months severance is reasonable ask.

Fallback: 3 months severance acceptable.

Priority 4: Non-Compete Removal

Ask: 'California employment — non-compete is unenforceable. Can we remove it from the agreement?'

Likely response: high acceptance. HR may not want to remove boilerplate but can add California-specific carve-out.

Priority 5: Clawback Reduction

Ask: 'Signing bonus clawback 12 months is aggressive. Industry standard is 6 months. Can we reduce?'

Likely response: medium. Compromise at 9 months possible.

Counter-Proposal Scripts

Script 1: Comprehensive Response (to HR/recruiter)

'Thanks for sending the agreement. I'm excited about the role. After review, I'd like to propose 4 adjustments before signing:

1. Change-of-control acceleration: given Series B stage, I'd like to add double-trigger acceleration (termination without cause after change-of-control = 50% unvested equity acceleration).

2. IP assignment carve-outs: specifically (a) pre-employment IP per schedule, (b) personal work on personal time + equipment, (c) open-source contributions to non-competing projects.

3. Severance protection: 6 months base salary + COBRA for involuntary termination without cause.

4. Clawback reduction: signing bonus clawback reduced from 12 to 6 months.

Happy to discuss these. Which of these are most easily adjustable? I want to ensure we get this right for both sides before I sign.'

Script 2: If HR Resistant

'I understand some of these are boilerplate. Given I have [X other offers] + [market context], these are my must-haves for taking this role. What's the process for escalating to the CEO/CPO?'

This script uses leverage without being aggressive.

Lawyer Escalation

Recommend employment attorney review for:

1. Change-of-control language — complex legal + financial implications

2. Equity agreement — 409A valuation, tax implications

3. IP assignment scope — how broad matters for side projects

4. Any clause that doesn't feel standard

Cost: $500-1,500 for 2-3 hour review. Worth it for $300K+ compensation package.

Timing: 3-5 business days for thorough review. Your 1-week timeline is workable if attorney is engaged immediately.

Decision Framework

If all 4 priority changes accepted:

• SIGN. Strong offer with protection.

If 2-3 of 4 accepted:

• EVALUATE remaining. If Priority 1 (change-of-control) accepted, sign. If Priority 1 rejected, reconsider.

If Priority 1 (change-of-control) rejected:

• PUSH HARDER. Escalate to CEO if necessary. At Series B, this is standard ask.
• If truly refused and other offers are comparable: walk away. Equity protection at Series B is critical.

If company pressures 'sign by Friday' before negotiation complete:

• Red flag. Professional companies accommodate reasonable negotiation timelines.
• Not-red: some large companies have rigid offer processes. Clarify.
• Push back respectfully: 'I need another 3-5 days to work through these details with an attorney.'

Key Takeaways

• California employment means non-compete is unenforceable. BUT negotiate removal for record clarity. Other clauses (IP, change-of-control, severance) need work regardless of state.
• Biggest gap: no change-of-control acceleration. At Series B with possible acquisition, double-trigger 50% acceleration is standard ask + critical equity protection.
• 4 priority negotiation points ranked: (1) change-of-control, (2) IP carve-outs, (3) severance, (4) clawback reduction. Non-compete removal is nice-to-have in California.
• Strong leverage (multiple offers + senior role + California). Company likely accepts 2-3 of 4 changes. Counter-proposal script provided.
• Lawyer review recommended ($500-1,500). Especially for equity + change-of-control language. Budget 3-5 days. Worth it on $300K+ compensation package.