CLEAR Offer Letter

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Fundamentals

Salary and equity basics.

SALARY
$ ,000
Gross annual salary. Paid via standard company payment practices.
EQUITY
% (approximate, current)
This is your number of options divided by total shares. Later funding will probably increase outstanding shares. The dollar value of your options may go up even if your percentage declines. 0.1% of $100M is more than 0.9% of $10M.
CLEAR EQUITY MECHANICS
CLEAR presets include early-exercise with no back/front-loading.
Longest-allowable window to exercise your options. Employees can wait until a company exits to exercise. Plus early exercise and no front/back-loading. Short window to exercise, but with a mechanism (net-exercise) to get some of your shares without paying cash. Plus early exercise and no front/back-loading. Custom terms. You can edit all fields including exercise window, early exercise, and loading. Make sure you understand the implications of each choice.

Your Ownership

How much of the company you might someday own.

NUMBER OF OPTIONS
options
You will have the option to buy this many shares of stock. You cannot buy them yet. You earn the right to buy them over time (see vesting). You do not own any stock unless you buy them.
OUTSTANDING SHARES
shares
Enter your shares and outstanding shares to see dilution. If the company raises a new round with investors taking 20%, there would be new shares for total shares. Your would become . Each funding round typically creates new shares, diluting existing ownership.
LATEST VALUATION PER SHARE
$ per preferred share
The price paid by the last investors. Your options let you buy at the strike price, hopefully lower than this.
COMPANY VALUATION
- (approximate)
Calculated from shares outstanding times latest valuation per share.

How You Get Your Ownership

How long and how fast it takes for you to earn your ownership.

VESTING
years, year cliff
You do not get any options when you start. You earn ("vest") them over time. You don't get anything until after your cliff. You vest your options over . You don't get anything until after . If you leave even one day before your cliff, you get none of your options.
EARLY EXERCISE
You can exercise your options before they vest. This lets you start the clock on long-term capital gains tax treatment earlier. If you leave, the company can buy back unvested shares at your original price. You cannot exercise your options before they vest. You may miss out on favorable tax treatment if the stock price increases significantly.
LOADING
Your options vest evenly over time. This is the standard and fairest approach. More options vest early. This benefits you if you leave early. More options vest later. Back-loading primarily benefits the company, not you. Make sure you're getting more total options.

Taking Ownership

The mechanics of turning your options into actual ownership.

STRIKE PRICE
$ per share
The price you pay to buy each share when you exercise. At per share, it would cost to exercise all your options. See preference floor for when your shares become valuable.
EXERCISE WINDOW
years days
After you leave the company, you have this long to buy your vested options. If you don't exercise in time, you lose them. Longer is better for you.
COST TO EXERCISE
-
strike × options This is the cash you need to buy your shares. Consider this when evaluating your offer.
NET EXERCISE
You can sell some shares back to cover the exercise cost. If you can't afford to exercise, you can still get some shares without paying cash. You must pay cash to exercise. If you can't afford to exercise before your window closes, you lose your options.
PREFERENCE FLOOR
$ (estimate)
The exit value at which common shareholders (you) start getting paid. Investors with liquidation preferences get paid first. The company needs to exit above for your options to have value. Your options become "in the money" at .

In Rare Exits, How Much Could Your Equity Be Worth?

The biggest factor is how much bigger the company gets. Huge outcomes only happen a few times each decade.

You could buy... With options worth... If company exits for...
nothing nothing under $?
$10M
$50M
$100M
$500M
$1B

Based on current equity %, series , exercise cost (strike price $ × # of options ), and preference floor $ .

Without the preference floor, we estimate using: latest valuation $ and liquidation preference x non-participating.

Interactive Explorer

Drag the sliders to see how each term affects your potential payout. Watch how the numbers change in real-time.

Your Equity

0.5%
$0.10
50,000

Company Situation

$100M
$20M
40%

Vesting

4 years
1 year
Your Payout
$0
after exercise costs
Cost to Exercise
$0
strike × vested options
Vested Options
0
0% of grant
Post-Dilution Equity
0%
after future funding

Payout at Different Exit Values

Your payout In the red (negative) Current exit value

Where the Exit Value Goes

You
Investors
Others
$0 $0 $0

Quick Scenarios

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Check this to confirm the terms match your company's official equity plan.
Consult with a lawyer and financial advisor for official guidance.

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