Employment
How to Review a Job Offer & Employment Contract
By FixMyContractLast updated Jul 3, 20269 min read
To review a job offer, read past the salary line and check seven things: how variable pay is actually calculated, the equity vesting terms, notice and severance, the non-compete's reach, who owns your side projects, arbitration and clawback clauses, and whether the written terms match what you were promised verbally.
A job offer feels like good news, not a contract to scrutinize. But the offer letter and the employment agreement behind it set the terms of months or years of your life — and the fine print can quietly limit your pay, your equity, and even your next job.
Here's how to read an offer like a contract, not just a number. At a glance:
| Clause | Biggest risk | Ask for |
|---|---|---|
| Compensation | Headline mostly discretionary variable pay | Calculation in writing, fixed vs discretionary split |
| Equity | Long cliff, cheap repurchase of vested shares | Full plan document + vesting/leaver terms |
| Termination | At-will with no notice or severance | Defined notice period + severance baseline |
| Non-compete | Broad scope that blocks your next job | Narrow time/geography/scope — or strike it |
| IP & side projects | Company owns everything you create | Carve-out exhibit for prior/personal projects |
| Arbitration & clawbacks | Rights and bonuses quietly reclaimable | Know the triggers and windows before signing |
1. What does the compensation really pay?
- Base salary is only part of it. Check how bonus or commission is calculated, whether it's discretionary, and what conditions ("active and employed on payout date") apply.
- Red flag: a headline number that's mostly variable comp with vague or fully-discretionary triggers.
- Ask for: the calculation in writing, and clarity on what's fixed vs discretionary.
2. What should you check in the equity and vesting terms?
If equity is offered, the details matter more than the headline grant.
- Check the vesting schedule (commonly four years with a one-year cliff), the strike price, and what happens to unvested equity if you leave or the company is acquired.
- Red flag: a long cliff, or terms that let the company repurchase vested shares cheaply when you leave.
- Ask for: the full equity plan document and the current cap-table context before you value the offer.
3. What happens if it ends? At-will, termination, and severance
- Most roles are at-will — either side can end it. The question is what protections you have.
- Red flag: no notice period and no severance, paired with strict post-employment restrictions.
- Ask for: a defined notice period and a severance baseline, especially if you're leaving a stable role.
4. Can the non-compete block your next job?
The clauses that can follow you out the door.
- Red flag: a broad non-compete with a long duration, wide geography, and a vague industry definition that could block your next role.
- Ask for: narrow it in time, geography, and scope — or strike it. Enforceability varies a lot by location, so know your local rules. (See our NDA guide.)
5. Who owns your side projects?
- Red flag: an IP clause assigning the company everything you create — including side projects built on your own time and equipment.
- Ask for: a carve-out for prior inventions and personal projects unrelated to the company's business, listed in an exhibit.
6. What do arbitration and clawback clauses take away?
- Mandatory arbitration can limit your ability to bring claims to court; know what you're agreeing to.
- Clawback clauses can reclaim bonuses or sign-on payments if you leave early — check the trigger and the window.
7. Do the written terms match the verbal offer?
- Confirm start date, title, reporting line, PTO accrual, remote/hybrid terms, and probation period match what you were told verbally. Verbal promises that aren't in writing usually don't count.
Job-offer review checklist
- Variable comp calculation in writing
- Equity plan, vesting, and leaver terms reviewed
- Notice period and severance defined
- Non-compete narrow (or struck)
- IP carve-out for prior/side projects
- Arbitration and clawback terms understood
- Title, PTO, remote terms match the verbal offer
Read the whole offer, clause by clause, in minutes
Before you accept, run the offer letter and employment agreement through FixMyContract: it scores each clause for risk and explains, in plain English, exactly what to clarify or negotiate with HR.
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FAQ
Can I negotiate a job offer without losing it? Yes — negotiating respectfully is expected. Anchor on a couple of priorities (comp, a narrower non-compete) rather than redlining everything.
Are non-competes always enforceable? No. Enforceability varies widely by jurisdiction, and many are narrowed or unenforceable — but don't rely on that; negotiate the language anyway.