# Employment Offer Letter Reviewer Checklist[^about] A reviewer checklist for employment offer letters covering pay, classification, equity, benefits, work terms, conditions, and acceptance. Review the offer letter against federal wage-and-hour law and the state wage-notice rules that apply to the hire. See the [practice guide](/practice-guides/employment-offer-letter/us/classification-and-companion-documents) for the analysis. ## Compensation and payroll {#compensation-and-payroll} - [ ] **Base salary or hourly rate** (Optional) — Record whether the letter states a base salary or hourly rate and the period it covers. [^q1-zura-salary] If absent or inconsistent with the approved offer, note the unresolved pay term. [#state-base-compensation] - [ ] **Payment on the regular payroll schedule** (Optional) — Record whether the letter says compensation is paid on the company’s regular payroll schedule. [^q1-nightfood-payroll] If it names a different schedule or none, note the discrepancy for payroll review. [#state-payroll-schedule] - [ ] **Compensation subject to withholding** (Recommended) — The letter should state that all compensation is subject to legally required tax withholding and deductions, as filed offer letters do. [^q1-bridgebio-withholding] [^q1-zura-withholding] Flag a promise of gross pay that carries no withholding qualifier. The qualifier does not create the employer's duty, which applies whatever the letter says: federal law requires the employer to withhold income tax from wages [^q1-3402] and to collect the employee's share of FICA tax by deducting it from wages. [^q1-3102] [#subject-compensation-to-withholding] - [ ] **Overtime for non-exempt hires** (Optional) — For a nonexempt hire, record whether the letter states overtime eligibility. [^q1-nightfood-overtime] If it omits overtime or says the hire cannot receive it, flag the mismatch for classification review. [#provide-overtime-eligibility-for-nonexempt] ## Wage-and-hour classification {#wage-and-hour-classification} - [ ] **Exempt classification stated in the letter** (Optional) — Record whether the letter states that the job is exempt and that the employee is not eligible for overtime pay. [^q2-zura-exempt] The statement is optional and does not decide the question: a title or label does not establish exempt status [^q2-title], which turns on the job's salary and duties. [^q2-541-2] Where the letter states the classification, confirm that it matches the company's documented classification analysis. See the [practice guide](/practice-guides/employment-offer-letter/us/classification-and-companion-documents#exempt-label-in-offer-letter) for why this guide prefers to leave the label out. [#state-exempt-classification] - [ ] **Salary described on a salary basis** (Recommended) — For a job the company treats as exempt from overtime under an exemption that requires a salary basis, the letter should state a predetermined salary paid in regular installments that is not reduced for variations in the quality or quantity of the work. [^q3-602] [^q3-zura-salary-basis] [^q3-lantronix-salary-basis] Salary basis is the general pay rule for the executive, administrative and professional exemptions, but administrative and professional employees may instead be paid on a fee basis [^checklist-salary-basis-white-collar-scope], certain computer employees may instead be paid hourly at a regulatory minimum rate [^checklist-salary-basis-computer-employee-hourly], and the pay requirements do not apply to teachers, licensed lawyers and doctors actually practicing their profession, or medical interns and residents. [^checklist-salary-basis-professional-exceptions] For such a job, flag a pay term stated only as an hourly or daily rate with no guaranteed weekly salary, or a reserved reduction for slow weeks; a pay term that pairs a rate with a guaranteed weekly salary raises separate questions for counsel. [#describe-pay-on-salary-basis] - [ ] **Reserved right to reclassify** (Optional) — Record whether the letter addresses reclassification, for example by providing that if the employee is reclassified as non-exempt, hours worked will be recorded and overtime paid as the law requires. [^q4-nightfood-reclassify] As its own drafting preference, the practice guide recommends that the letter reserve the company’s right to reclassify the job if its duties or the law change or the original classification proves wrong, and to move pay to an hourly rate with overtime for later pay periods only. Flag a reservation drafted to reach back to earlier weeks: unpaid overtime for those weeks remains owed, and the employer may also owe an equal amount as liquidated damages. [^q4-216] [#reserve-right-to-reclassify] - [ ] **Documented duties and salary analysis** (Recommended) — Before the offer issues, the company should document a duties and salary analysis supporting the classification under federal law and the law of the state where the employee will work. [^q5-fp-self-audit] Flag a job treated as exempt with no such analysis, because exempt status turns on the job's salary and duties rather than on the letter. [^q5-541-2] [#document-duties-analysis] - [ ] **Written policy against improper deductions** (Recommended) — The company should maintain a clearly communicated written policy that prohibits improper salary deductions, provides a complaint mechanism, and commits to reimburse improper deductions and to comply in the future. [^q5-fp-safe-harbor] Confirm each element is there, and flag a missing one: the federal safe harbor for an employer with such a policy, under which improper deductions the employer reimburses do not cost the exemption unless the employer willfully keeps making them after complaints, depends on all of them. [^q5-603] [#adopt-salary-basis-safe-harbor-policy] - [ ] **Statutory wage notice at hire** (Required) — Where state law requires a written wage notice at hire, the company must give the employee a written notice at hiring that contains the information the statute specifies. Confirm the notice was given and that it covers each statutory item. New York requires a pay notice at hiring [^q5-ny-notice], and its statute directs the labor commissioner to prepare templates for that notice. [^q5-ny-rate] California also requires one [^q5-cal-notice] but excludes an employee exempt from overtime [^q5-cal-exempt], so a California hire treated as exempt whose job does not qualify was owed the notice as well. As a drafting approach rather than a statutory requirement, delivering the notice as its own document, separate from the offer letter, keeps the notice's required content from depending on the letter's wording; flag a file that relies on the offer letter alone to supply the notice's items. [#deliver-statutory-wage-notice] - [ ] **Separate arbitration agreement** (Recommended) — The company should consider a separate arbitration agreement with a class and collective action waiver. [^q6-skillsoft-class-waiver] [^q6-nightfood-class-waiver] Record whether one is in use, and flag a waiver drafted without the federal carve-out that lets a person alleging a sexual harassment or sexual assault dispute elect out of arbitration. [^q6-402] See the [practice guide](/practice-guides/employment-offer-letter/us/classification-and-companion-documents#separate-arbitration-agreement) for the limits on waiving California's representative claims. [#consider-separate-arbitration-agreement] ## Equity and benefits {#equity-and-benefits} - [ ] **Equity award subject to board approval and plan** (Optional) — Record whether the letter describes a proposed equity or option award as subject to board approval and the equity plan and award documents. [^q7-bridgebio-option] If it states an unconditional grant or conflicts with the operative documents, note the gap for correction. [#describe-equity-award] - [ ] **Vesting schedule** (Optional) — Record whether the letter states a vesting schedule for a proposed equity award. [^q7-zura-vesting] If stated, compare it with the plan and award documents and note any mismatch; if omitted, note that the operative documents must supply the schedule. [#state-equity-vesting-schedule] - [ ] **Benefits eligibility** (Optional) — Record whether the letter states eligibility to participate in company benefit plans on the same basis as similarly situated employees. [^q7-nightfood-benefits] Note an omission or a promise of specific coverage that conflicts with plan terms. [#state-benefits-eligibility] - [ ] **Reserved right to change benefit programs** (Optional) — Record whether the letter reserves the company’s ability to change or end its benefit plans or programs. [^q7-bridgebio-benefits-change] If omitted or contradicted by a fixed benefits promise, note the possible inconsistency. [#reserve-benefits-modification] - [ ] **Vacation and paid time off** (Optional) — Record whether the letter addresses vacation or paid time off, including accrual, carryover, or an unlimited non-accrual policy. [^q7-bridgebio-pto] If absent or inconsistent with the company policy, note the unresolved treatment. [#address-paid-time-off] - [ ] **Benefits required by law** (Optional) — Record whether the letter acknowledges benefits that applicable law requires the employer to provide, in addition to its voluntary programs. [^q7-corsair-sick-leave] If omitted, note the omission without treating the letter as the source of any such benefit. [#acknowledge-statutory-benefits] ## Role, reporting, and schedule {#role-reporting-and-schedule} - [ ] **Position or job title** (Optional) — Record whether the letter identifies the position and job title. [^q8-zura-position] If either is missing or differs from the approved role, note the inconsistency. [#state-position-and-title] - [ ] **Reporting relationship** (Optional) — Record whether the letter identifies the employee’s reporting relationship. [^q8-bridgebio-reporting] If absent or inconsistent with the hiring plan, note who will supervise the role. [#state-reporting-relationship] - [ ] **Full-time or part-time basis** (Optional) — Record whether the letter describes the position as full-time or part-time. [^q8-zura-full-time] If omitted or inconsistent with the approved schedule, note the open term. [#state-employment-basis] - [ ] **Reserved right to change duties** (Optional) — Record whether the letter reserves the company’s ability to change the employee’s duties. [^q8-bridgebio-duties] If the reservation is absent or a fixed-duty promise conflicts with it, note the limitation for review. [#reserve-right-to-change-duties] ## Work location and arrangement {#work-location-and-arrangement} - [ ] **Work location or remote status** (Optional) — Record whether the letter states the primary work location or remote-work arrangement. [^q9-skillsoft-location] If omitted or inconsistent with the approved arrangement, note the location that needs confirmation. [#state-work-location] - [ ] **Travel and location flexibility** (Optional) — Record whether the letter reserves the ability to require business travel or change the work location. [^q9-zura-travel] If absent or contradicted by a permanent remote-work promise, note the restriction. [#reserve-travel-and-location-flexibility] ## Conditions of employment and conduct {#conditions-of-employment-and-conduct} - [ ] **Confidentiality and invention-assignment agreement** (Optional) — Record whether the offer is conditioned on signing a confidentiality and invention-assignment agreement at or before the start date. [^q10-zura-ciia] If the condition is missing or the agreement is unavailable, note the gap. [#condition-on-confidentiality-agreement] - [ ] **Compliance with company policies** (Optional) — Record whether the letter requires compliance with company rules, policies, practices, and procedures. [^q10-zura-policies] If absent or framed as a promise that policies cannot change, note the inconsistency. [#require-compliance-with-policies] - [ ] **No use of a former employer’s information** (Optional) — Record whether the letter prohibits bringing, using, or disclosing a former employer’s confidential information or property. [^q10-zura-prior-employer] If absent or narrowed to only physical materials, note the gap. [#prohibit-use-of-prior-employer-information] - [ ] **Proof of work authorization** (Recommended) — The letter should condition the offer on the employee providing proof of identity and authorization to work in the United States, consistent with the employer's separate Form I-9 verification process, as filed offer letters do. [^q10-zura-work-authorization] [^q10-bridgebio-work-authorization] Flag an unconditional offer that omits this condition for correction. The condition does not create the employer's duty, which applies whatever the letter says: federal law requires the employer to attest, on the designated form, that it examined documents verifying the individual's authorization to work. [^q10-1324a] [#condition-on-work-authorization] - [ ] **Background check contingency** (Optional) — Record whether the offer is contingent on satisfactory background or reference checks when the company plans to conduct them. [^q10-zura-background] If the condition is missing or conflicts with the screening process, note the discrepancy. [#condition-on-background-check] ## Permitted disclosures and protected conduct {#permitted-disclosures-and-protected-conduct} - [ ] **Federal trade-secret whistleblower notice** (Required) — Where the letter itself imposes confidentiality or non-disclosure obligations, including by making compliance with confidentiality obligations one of its terms, it must give the federal whistleblower-immunity notice. [^dtsa-immunity-notice] The threshold question is whether the letter imposes those obligations itself or only conditions employment on signing the confidentiality and invention assignment agreement. The statute's only alternative to the full notice is a cross-reference to a reporting-policy document the employee receives. [^dtsa-notice-policy-cross-reference] A cross-reference to a companion agreement's notice is neither form of compliance. Notice given in that agreement still matters for remedies: an employer that gives no notice cannot be awarded the Defend Trade Secrets Act's exemplary damages or attorney fees in an action against an employee who was not given it. [^dtsa-notice-noncompliance] [#disclose-dtsa-notice-where-letter-imposes-confidentiality] - [ ] **Cross-reference to the companion agreement's notice** (Recommended) — Where the letter leaves confidentiality to the confidentiality and invention assignment agreement, it should cross-reference the whistleblower-immunity notice in that agreement. Filed offer-letter exhibits record the employee's acknowledgment of the notice and point to its full text in a separate exhibit. [^palo-alto-dtsa-notice-acknowledgment][^twist-bioscience-dtsa-notice-acknowledgment] Confirm that the agreement the cross-reference names actually carries the notice. [#cross-reference-dtsa-notice] - [ ] **Pay-discussion carve-out** (Prohibited) — Where the letter itself imposes confidentiality or non-disclosure obligations, those obligations must not reach covered employees' discussion of wages and working conditions. [^nlra-section-7-rights][^stericycle-work-rule-standard] Federal labor law protects private-sector employees' concerted activity for mutual aid or protection, including joining together to improve wages and working conditions. [^nlra-section-7-rights][^nlrb-wages-working-conditions] Under the work-rule standard the Board adopted in 2023, a rule with a reasonable tendency to chill that activity is presumptively unlawful unless the employer shows a legitimate and substantial interest it cannot serve with a narrower rule. [^stericycle-work-rule-standard] The standard may change; the statutory right does not depend on it. An express carve-out makes the letter's reach on that point explicit. A letter that imposes no confidentiality obligation of its own has nothing to carve out, because the handbook rule or companion agreement is tested on its own terms. [#carve-out-nlra-activity-from-letter-confidentiality] ## Offer mechanics {#offer-mechanics} - [ ] **Offer expiration date** (Optional) — Record whether the letter gives a date by which the offer must be accepted. [^q11-bridgebio-deadline] If missing or inconsistent with recruiting instructions, note the open acceptance window. [#state-offer-expiration] - [ ] **Bonus eligibility** (Optional) — Record whether the letter states any bonus eligibility and ties administration to the company’s bonus program. [^q11-zura-bonus] If it promises a fixed payment that conflicts with program terms, note the discrepancy. [#address-bonus-eligibility] - [ ] **Acceptance by signature** (Optional) — Record whether the letter calls for acceptance by signing and returning it. [^q11-zura-signature] If missing, note that the file may lack a signed record of assent to the offer terms. [#provide-acceptance-by-signature] [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-09-30. License: CC BY 4.0. Steven Obiajulu, J.D. edits this reviewer checklist for U.S. employers (federal law with state notice examples) coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. Source excerpts and linked materials belong to their owners. CC BY 4.0. Cite as Steven Obiajulu, *Employment Offer Letter Reviewer Checklist*, OpenAgreements (last updated September 30, 2026), https://openagreements.org/checklists/employment-offer-letter/us. [^q1-zura-salary]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "The Company will pay you an annualized base salary of $655,000 USD, paid semi-monthly, less payroll deductions, required taxes, withholdings and payable in accordance with the Company’s standard payroll practices." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q1-nightfood-payroll]: **NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026)** — "The Company will pay Employee a base salary at the annual rate of $100,000, less applicable withholdings and deductions, paid in accordance with the Company’s standard payroll practices (currently semimonthly)." *NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026), filed as Exhibit 10.3.* [^q1-bridgebio-withholding]: **TheRas, Inc. (BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024)** — "All forms of compensation referred to in this Offer Letter are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law." *TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024), filed as Exhibit 10.15.* [^q1-zura-withholding]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "Your salary and any bonus will be subject to customary federal, state, and local taxes and withholdings." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q1-3402]: **26 U.S.C. § 3402 — Income tax collected at source** — "Except as otherwise provided in this section, every employer making payment of wages shall deduct and withhold upon such wages a tax determined in accordance with tables or computational procedures prescribed by the Secretary." *26 U.S.C. § 3402(a)(1).* [^q1-3102]: **26 U.S.C. § 3102 — Deduction of tax from wages** — "The tax imposed by section 3101 shall be collected by the employer of the taxpayer, by deducting the amount of the tax from the wages as and when paid." *26 U.S.C. § 3102(a).* [^q1-nightfood-overtime]: **NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026)** — "If Employee is reclassified as non-exempt, the Company will compensate Employee in compliance with applicable law and will require accurate recording of all hours worked; unauthorized overtime may be subject to discipline but will be paid if worked." *NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026), filed as Exhibit 10.3.* [^q2-zura-exempt]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "This is an exempt position, which means you are paid on a salary basis for the job you perform, not by the hour, and you are not eligible for overtime." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q2-title]: **29 C.F.R. § 541.2 — Job titles insufficient** — "A job title alone is insufficient to establish the exempt status of an employee." *29 C.F.R. § 541.2.* [^q2-541-2]: **29 C.F.R. § 541.2 — Job titles insufficient** — "The exempt or nonexempt status of any particular employee must be determined on the basis of whether the employee's salary and duties meet the requirements of the regulations in this part." *29 C.F.R. § 541.2.* [^q3-602]: **29 C.F.R. § 541.602 — Salary basis** — "An employee will be considered to be paid on a ‘salary basis’ within the meaning of this part if the employee regularly receives each pay period on a weekly, or less frequent basis, a predetermined amount constituting all or part of the employee's compensation, which amount is not subject to reduction because of variations in the quality or quantity of the work performed." *29 C.F.R. § 541.602(a).* [^q3-zura-salary-basis]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "This is an exempt position, which means you are paid on a salary basis for the job you perform, not by the hour, and you are not eligible for overtime." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q3-lantronix-salary-basis]: **Lantronix, Inc., Amendment to Chief Financial Officer Offer Letter (Jan. 1, 2026)** — "You will be classified as an exempt employee, and your salary will be paid on a salary basis and is intended to compensate you for all hours that you work." *Lantronix, Inc., Amendment to Offer Letter (Jan. 1, 2026), filed as Exhibit 10.1.* [^checklist-salary-basis-white-collar-scope]: **29 C.F.R. § 541.600(a) — Salary basis for the white-collar exemptions** — "To qualify as an exempt executive, administrative or professional employee under section 13(a)(1) of the Act, an employee must be compensated on a salary basis at a rate of not less than $684 per week (or $455 per week if employed in the Commonwealth of the Northern Mariana Islands, Guam, Puerto Rico, or the U.S. Virgin Islands by employers other than the Federal Government, or $380 per week if employed in American Samoa by employers other than the Federal Government), exclusive of board, lodging or other facilities. Administrative and professional employees may also be paid on a fee basis, as defined in § 541.605." *29 C.F.R. § 541.600(a).* [^checklist-salary-basis-computer-employee-hourly]: **29 C.F.R. § 541.600(d) — Hourly pay for computer employees** — "In the case of computer employees, the compensation requirement also may be met by compensation on an hourly basis at a rate not less than $27.63 an hour, as provided in § 541.400(b)." *29 C.F.R. § 541.600(d).* [^checklist-salary-basis-professional-exceptions]: **29 C.F.R. § 541.600(e) — Professionals excepted from the salary requirements** — "In the case of professional employees, the compensation requirements in this section shall not apply to employees engaged as teachers (see § 541.303); employees who hold a valid license or certificate permitting the practice of law or medicine or any of their branches and are actually engaged in the practice thereof (see § 541.304); or to employees who hold the requisite academic degree for the general practice of medicine and are engaged in an internship or resident program pursuant to the practice of the profession (see § 541.304)." *29 C.F.R. § 541.600(e).* [^q4-nightfood-reclassify]: **NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026)** — "If Employee is reclassified as non-exempt, the Company will compensate Employee in compliance with applicable law and will require accurate recording of all hours worked; unauthorized overtime may be subject to discipline but will be paid if worked." *NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026), filed as Exhibit 10.3.* [^q4-216]: **29 U.S.C. § 216(b) — Fair Labor Standards Act damages and right of action** — "Any employer who violates the provisions of section 206 or section 207 of this title shall be liable to the employee or employees affected in the amount of their unpaid minimum wages, or their unpaid overtime compensation, as the case may be, and in an additional equal amount as liquidated damages." *29 U.S.C. § 216(b).* [^q5-fp-self-audit]: **DOL Expected To Propose Higher Salary Threshold For Overtime Exemptions: What You Need To Know** — "So, as you evaluate your employees’ salary data, you should also use this as an opportunity to do a self-audit reviewing and updating job descriptions to ensure they accurately reflect the duties employees perform and that they are still properly classified as exempt." *Fisher Phillips, DOL Expected To Propose Higher Salary Threshold For Overtime Exemptions: What You Need To Know (Apr. 14, 2023).* [^q5-541-2]: **29 C.F.R. § 541.2 — Job titles insufficient** — "The exempt or nonexempt status of any particular employee must be determined on the basis of whether the employee's salary and duties meet the requirements of the regulations in this part." *29 C.F.R. § 541.2.* [^q5-fp-safe-harbor]: **Wage-Hour Compliance Series: Avoiding Improper Salary Deductions** — "Employers can improve wage-hour compliance, and bolster potential defenses, by adopting and publishing such a safe harbor policy." *Fisher Phillips, Wage-Hour Compliance Series: Avoiding Improper Salary Deductions (Oct. 21, 2013).* [^q5-603]: **29 C.F.R. § 541.603 — Effect of improper deductions from salary** — "If an employer has a clearly communicated policy that prohibits the improper pay deductions specified in § 541.602(a) and includes a complaint mechanism, reimburses employees for any improper deductions and makes a good faith commitment to comply in the future, such employer will not lose the exemption for any employees unless the employer willfully violates the policy by continuing to make improper deductions after receiving employee complaints." *29 C.F.R. § 541.603(d).* [^q5-ny-notice]: **N.Y. Lab. Law § 195 — Notice and record-keeping requirements** — "provide his or her employees, in writing in English and in the language identified by each employee as the primary language of such employee, at the time of hiring, a notice containing the following information: the rate or rates of pay and basis thereof, whether paid by the hour, shift, day, week, salary, piece, commission, or other; allowances, if any, claimed as part of the minimum wage, including tip, meal, or lodging allowances; the benefit portion of the minimum rate of home care aide total compensation as defined in section thirty-six hundred fourteen-c of the public health law" *N.Y. Lab. Law § 195(1)(a).* [^q5-ny-rate]: **N.Y. Lab. Law § 195 — Notice and record-keeping requirements** — "For all employees who are not exempt from overtime compensation as established in the commissioner's minimum wage orders or otherwise provided by New York state law or regulation, the notice must state the regular hourly rate and overtime rate of pay; (b) The commissioner shall prepare templates that comply with the requirements of paragraph (a) of this subdivision." *N.Y. Lab. Law § 195(1)(a).* [^q5-cal-notice]: **Cal. Lab. Code § 2810.5 — Written notice to employees at hiring** — "At the time of hiring, an employer shall provide to each employee a written notice, in the language the employer normally uses to communicate employment-related information to the employee, containing the following information: (A) The rate or rates of pay and basis thereof, whether paid by the hour, shift, day, week, salary, piece, commission, or otherwise, including any rates for overtime, as applicable." *Cal. Lab. Code § 2810.5(a)(1).* [^q5-cal-exempt]: **Cal. Lab. Code § 2810.5 — Written notice to employees at hiring** — "(c) For purposes of this section, ‘employee’ does not include any of the following: (1) An employee directly employed by the state or any political subdivision thereof, including any city, county, city and county, or special district. (2) An employee who is exempt from the payment of overtime wages by statute or the wage orders of the Industrial Welfare Commission." *Cal. Lab. Code § 2810.5(c)(2).* [^q6-skillsoft-class-waiver]: **Skillsoft Corp., Chief Financial Officer Offer Letter (May 13, 2026)** — "I agree that Covered Claims will only be arbitrated on an individual basis only, and that Company Group and I both waive any right for any Covered Claim to be brought, heard, decided, or arbitrated as a class action, collective action, or one involving different employees and the arbitrator will have no authority to hear preside over any such claim (‘Class Action Waiver’)." *Skillsoft Corp., Chief Financial Officer Offer Letter (May 13, 2026), Annex III § 10(C), filed as Exhibit 10.7.* [^q6-nightfood-class-waiver]: **NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026)** — "To the maximum extent permitted by law, disputes will be brought in arbitration only on an individual basis; no class, collective, or representative claims may be pursued in arbitration." *NightFood Holdings, Inc., Employment Agreement § 9.4 (Feb. 17, 2026), filed as Exhibit 10.3.* [^q6-402]: **9 U.S.C. § 402 — Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act** — "Notwithstanding any other provision of this title, at the election of the person alleging conduct constituting a sexual harassment dispute or sexual assault dispute, or the named representative of a class or in a collective action alleging such conduct, no predispute arbitration agreement or predispute joint-action waiver shall be valid or enforceable with respect to a case which is filed under Federal, Tribal, or State law and relates to the sexual assault dispute or the sexual harassment dispute." *9 U.S.C. § 402(a).* [^q7-bridgebio-option]: **TheRas, Inc. (BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024)** — "Subject to the approval of the Company’s Board of Directors (the ‘Board’), the Company will grant you an option to purchase 4,986,157 shares of the Company’s common stock at a per share exercise price equal to the then-current fair market value in accordance with the Company’s equity incentive plan (‘Option’)." *TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024), filed as Exhibit 10.15.* [^q7-zura-vesting]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "As soon as practicable following your employment start date, you will receive an option to purchase 2,934,107 Class A ordinary shares of the Company (the ‘New-Hire Option Award’) to be vested over 4 years, with 25% vesting on the first anniversary of the applicable vesting commencement date and the remainder vesting quarterly thereafter, as set forth in the equity award agreement governing the New-Hire Option Award and subject to your continued employment with the Company through each applicable vesting date." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q7-nightfood-benefits]: **NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026)** — "Employee will be eligible to participate in employee benefit plans, if any, on the same basis as similarly situated employees, subject to plan terms and the Company’s right to amend or terminate plans at any time." *NightFood Holdings, Inc., Employment Agreement (Feb. 17, 2026), filed as Exhibit 10.3.* [^q7-bridgebio-benefits-change]: **TheRas, Inc. (BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024)** — "The Company reserves the right to modify, amend or cancel any of its benefits plans or programs at any time." *TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024), filed as Exhibit 10.15.* [^q7-bridgebio-pto]: **TheRas, Inc. (BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024)** — "You will be eligible for paid time off in accordance with the Company’s applicable paid time off policy, as may be in effect from time to time." *TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024), filed as Exhibit 10.15.* [^q7-corsair-sick-leave]: **Corsair Memory, Inc., Chief Financial Officer Offer Letter (Nov. 11, 2025)** — "You will be eligible for paid time off (PTO) vacation and/or paid sick leave in accordance with applicable law and Company policy in effect from time to time." *Corsair Memory, Inc., Chief Financial Officer Offer Letter (Nov. 11, 2025), filed as Exhibit 10.6 to Corsair Gaming, Inc. Form 10-K.* [^q8-zura-position]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "I am delighted to make you an offer for the full-time position of Chief Executive Officer for Zura Bio Limited and the Zura Bio Group of companies (including Zura Bio Inc., a subsidiary of Zura Bio Limited, together with its affiliated companies (the ‘Company’)) reporting to the Company’s Board of Directors (the ‘Board’), with such offer subject in all respects to the authorization and approval of the Board." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q8-bridgebio-reporting]: **TheRas, Inc. (BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024)** — "As Chief Medical and Development Officer, you will report to the Chief Executive Officer." *TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024), filed as Exhibit 10.15.* [^q8-zura-full-time]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "As a full-time employee for the Company, you will have responsibility for performing those duties as are customary for, and are consistent with, such position, as well as those duties as may be assigned to you from time to time by the Board and which may relate to the business of the Company and/or of Zura Bio Group." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q8-bridgebio-duties]: **TheRas, Inc. (BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024)** — "Although your job duties, title, reporting structure, compensation and benefits, as well as the Company’s benefit plans and personnel policies and procedures, may change from time to time in the Company’s sole discretion, the ‘at will’ nature of your employment may only be changed in an express written agreement signed by you and the Chief Executive Officer of the Company." *TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024), filed as Exhibit 10.15.* [^q9-skillsoft-location]: **Skillsoft Corp., Chief Financial Officer Offer Letter (May 13, 2026)** — "You will perform substantially all of your work for Skillsoft from California and New York, where you reside, subject to any business-related travel you may undertake on behalf of the Company." *Skillsoft Corp., Chief Financial Officer Offer Letter (May 13, 2026), filed as Exhibit 10.7.* [^q9-zura-travel]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "While you will primarily provide services from your home in Florida, you may be required to engage in occasional travel in accordance with the needs of the business." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q10-zura-ciia]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "As a condition of employment at the Company, on your start date, you will be required to sign the Company’s Employee Confidential Information & Inventions Agreement (‘CIIA’), in which you agree, among other things, not to disclose to the Company or use in your employment with the Company any confidential or proprietary information or trade secrets of any current or prior employer." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q10-zura-policies]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "If you join the Company as Chief Executive Officer, you agree to abide by the rules, regulations, instructions, personnel practices, policies and procedures of the Company and Zura Bio Group and any changes therein which may be adopted from time to time." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q10-zura-prior-employer]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "You agree not to bring to the Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer for their possession and use." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q10-zura-work-authorization]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q10-bridgebio-work-authorization]: **TheRas, Inc. (BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024)** — "As with any employee, you must submit satisfactory proof of your identity and your legal authorization to work in the United States." *TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024), filed as Exhibit 10.15.* [^q10-1324a]: **8 U.S.C. § 1324a — Unlawful employment of aliens** — "The person or entity must attest, under penalty of perjury and on a form designated or established by the Attorney General by regulation, that it has verified that the individual is not an unauthorized alien by examining- (i) a document described in subparagraph (B), or (ii) a document described in subparagraph (C) and a document described in subparagraph (D)." *8 U.S.C. § 1324a(b)(1)(A).* [^q10-zura-background]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "This offer is contingent upon a clearance of such a background investigation and/or reference check." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^dtsa-immunity-notice]: **Defend Trade Secrets Act — employer immunity-notice requirement, 18 U.S.C. § 1833(b)** — "An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information." *18 U.S.C. § 1833(b)(3)(A).* [^dtsa-notice-policy-cross-reference]: **Defend Trade Secrets Act — policy-document alternative, 18 U.S.C. § 1833(b)(3)(B)** — "An employer shall be considered to be in compliance with the notice requirement in subparagraph (A) if the employer provides a cross-reference to a policy document provided to the employee that sets forth the employer's reporting policy for a suspected violation of law." *18 U.S.C. § 1833(b)(3)(B).* [^dtsa-notice-noncompliance]: **Defend Trade Secrets Act — consequence of omitting the notice, 18 U.S.C. § 1833(b)(3)(C)** — "If an employer does not comply with the notice requirement in subparagraph (A), the employer may not be awarded exemplary damages or attorney fees under subparagraph (C) or (D) of section 1836(b)(3) in an action against an employee to whom notice was not provided." *18 U.S.C. § 1833(b)(3)(C).* [^palo-alto-dtsa-notice-acknowledgment]: **Palo Alto Networks, Inc., Chief Financial Officer Offer Letter (June 19, 2020)** — "In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B." *Palo Alto Networks, Inc., Offer Letter (June 19, 2020), filed as Exhibit 10.1 to Form 8-K (June 23, 2020).* [^twist-bioscience-dtsa-notice-acknowledgment]: **Twist Bioscience Corporation, Chief Financial Officer Employment Agreement Letter (Dec. 18, 2023)** — "In addition, I hereby acknowledge that the Company has provided me with notice in compliance with the Defend Trade Secrets Act of 2016 regarding immunity from liability for limited disclosures of trade secrets. The full text of the notice is attached in Exhibit B." *Twist Bioscience Corp., Employment Agreement Letter (Dec. 18, 2023), filed as Exhibit 10.1 to Form 10-Q (Feb. 2, 2024).* [^nlra-section-7-rights]: **NLRA Section 7 — protected concerted activity, 29 U.S.C. § 157** — "Employees shall have the right to self-organization, to form, join, or assist labor organizations, to bargain collectively through representatives of their own choosing, and to engage in other concerted activities for the purpose of collective bargaining or other mutual aid or protection, and shall also have the right to refrain from any or all of such activities except to the extent that such right may be affected by an agreement requiring membership in a labor organization as a condition of employment as authorized in section 158(a)(3) of this title." *29 U.S.C. § 157 (NLRA § 7).* [^stericycle-work-rule-standard]: **NLRB news release on Stericycle, Inc., 372 NLRB No. 113 (2023) — work-rule standard** — "Under the new standard adopted in Stericycle, the General Counsel must prove that a challenged rule has a reasonable tendency to chill employees from exercising their rights. If the General Counsel does so, then the rule is presumptively unlawful. However, the employer may rebut the presumption by proving that the rule advances a legitimate and substantial business interest and that the employer is unable to advance that interest with a more narrowly tailored rule." *Stericycle, Inc., 372 NLRB No. 113 (2023); NLRB Office of Public Affairs, Board Adopts New Standard for Assessing Lawfulness of Work Rules (Aug. 2, 2023).* [^nlrb-wages-working-conditions]: **National Labor Relations Board, statement of the agency's mission** — "Established in 1935, the National Labor Relations Board is an independent federal agency that protects employees from unfair labor practices and protects the right of private sector employees to join together, with or without a union, to improve wages, benefits and working conditions." *NLRB Office of Public Affairs, news release of Feb. 21, 2023 (agency mission statement).* [^q11-bridgebio-deadline]: **TheRas, Inc. (BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024)** — "To accept this offer of employment, please sign and return this Offer Letter and the Restrictive Covenants Agreement by August 16 th , 2024." *TheRas, Inc. (d/b/a BridgeBio Oncology Therapeutics), Offer Letter (Aug. 12, 2024), filed as Exhibit 10.15.* [^q11-zura-bonus]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "You will also be eligible to earn an annual discretionary bonus, with a target bonus amount of 55% of your annual base salary (the ‘Annual Bonus’)." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.* [^q11-zura-signature]: **Zura Bio Limited, Chief Executive Officer Offer Letter (Jan. 21, 2026)** — "If the terms of this contingent offer are acceptable to you, please sign in the space provided below indicating your agreement to the provisions herein." *Zura Bio Ltd., Chief Executive Officer Offer Letter (Jan. 21, 2026), filed as Exhibit 10.2.*