Welcome

Hello ＿＿＿＿,

I’m excited about the prospect of you joining Carta (“The Company”). In the following pages, you will find details regarding your salary, equity, and benefits, as well as some additional things to know before starting. If you have any questions, please email our People Team at recruiting@carta.com. I look forward to hopefully working together.

Henry S. Ward

CEO, Carta Inc.

Role summary

Compensation summary

Equity compensation

Estimating the value of your option grant is hard. Here is one way to think about it:

1. Do not do an “expected value” calculation. The probability distribution of an individual company’s outcomes is unknown.
2. The lower bound value of your option grant is $0. That is also the default value.
3. The best venture-funded companies return 10x. If we are lucky enough to be one of the best, the upper bound of your grant is most likely 10x your notional value. 
4. Notional value = preferred price x number of options
5. To compare equity offers, choose the company you believe is most likely to become a “best” company. In case of a tie, the option grant with the higher notional value is the better offer.
6. Live your life as though your equity is worthless. If it is worth something in the future, that is icing on the cake.

Option vesting schedule

Your options will “vest” over four (4) years. When you vest, you earn the right to buy those shares. As you can see in the example schedule to the right, your shares start vesting one year from your start date, meaning 25% of your options will vest on your one-year anniversary. After that, you’ll vest 1/36th of the remaining shares on each monthly anniversary.

Employee benefits

First week

Carta’s two-day orientation program, “Launch,” happens in our Salt Lake City office.

During Launch, you’ll meet with leaders across the organization, learn about Carta’s business model and culture, and get your work tools set up (laptop, email, Slack, etc.).

After Launch, you’ll rejoin your team in your home office for role-specific onboarding. We also encourage you to schedule 1-on-1 meetings with people you’ll be working with during your first week.

The legal language

1. Your compensation is subject to taxes and withholdings and will be paid on the Company’s normal payroll cycle.
2. Your option grant, including the terms and exercise price, is subject to, and will be determined by, board approval.
3. Your option grant will be made pursuant and subject to Carta’s option plan documents.
4. The determination of the Company’s Chief Financial Officer with respect to your variable, bonus or commission-based compensation (if and as applicable) will be final and binding. Nothing herein entitles you to any variable, bonus, or commission-based compensation unless set forth in a separate written annual agreement between you and the Company.
5. Your employment is at-will and either you or we may terminate your employment at any time, with or without notice.
6. We reserve the right to change the Company benefits provided to you and/or your dependents at any time, with or without notice.
7. Your starting employment with the Company is conditioned upon and subject to a background check and proof of your eligibility to be legally employed in the US. 
8. As a condition of your employment, you are also required to sign and comply with an Employee Confidential Information Invention Assignment Agreement that requires, among other provisions, the assignment of rights to any invention made during your employment at the Company, and non-disclosure of Company proprietary information.
9. You hereby represent and warrant that you are not party to any written or oral agreement with any third party that would restrict your ability to accept employment with the Company. You also agree that you will not disclose to the Company any information that you acquired from any prior employer or third party that could be considered protected from disclosure under any existing covenant or agreement relating to confidential and proprietary information.
10. In consideration for your employment with the Company, you agree that during the term of your employment, and for a period of 12 months thereafter, you shall not directly or indirectly induce or attempt to induce or otherwise counsel, advise, solicit, or encourage (i) any Carta employee to leave the Company’s employ or accept employment with any other person or entity; or (ii) any person who at the time of such inducement, counseling, advice, solicitation or encouragement had left the Company’s employ within the previous six (6) months, to accept employment with any person or entity besides the Company. You agree that the restrictions imposed upon you by the provisions of this section are fair and reasonable considering the nature of the Company’s business and are reasonably required for the Company’s protection.
11. This offer document, together with your Employee Confidential Information and Inventions Assignment Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of the Company. If any provision of this offer document is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer document and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law.

Offer letter acceptance

Thank you for your consideration and time during the interview process. I hope this offer letter was helpful. If you have any questions you can email Recruiting any time at recruiting@carta.com. I look forward to seeing you at Carta! 

Henry S. Ward

CEO, Carta Inc.

I have read and accept this employment offer:

Signature:

Date: