Director Exit Agreement Template for England and Wales

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Key Requirements PROMPT example:

Director Exit Agreement

"I need a Director Exit Agreement for our CFO who is leaving amicably to join a competitor in March 2025, including 6 months garden leave and retention of certain share options, with English law to govern."

Document background
The Director Exit Agreement is essential when a director leaves their position, whether through resignation, mutual agreement, or other circumstances. This document, governed by English and Welsh law, provides a comprehensive framework for managing the departure process, protecting confidential information, and ensuring a smooth transition. It typically includes provisions for final payments, treatment of share options, ongoing obligations, and any restrictive covenants. The agreement helps minimize potential disputes and ensures compliance with statutory requirements while balancing the interests of both parties.
Suggested Sections

1. Parties: Identification of the company and the departing director

2. Background: Context of directorship and reason for exit

3. Definitions: Key terms used throughout the agreement

4. Resignation: Terms and effective date of resignation

5. Payment Terms: Details of final payment and settlement amounts

6. Company Property: Return of company assets and property

7. Confidentiality: Ongoing confidentiality obligations

Optional Sections

1. Share Options: Treatment of existing share options and equity arrangements when director holds share options

2. Garden Leave: Terms of garden leave period if applicable, including duration and obligations during this time

3. Post-Termination Restrictions: Non-compete and other restrictive covenants when additional post-exit restrictions are required

4. Legal Fees: Provisions regarding contribution to legal fees when company agrees to cover legal costs

Suggested Schedules

1. Schedule 1: Payment Details: Detailed breakdown of all payments including salary, benefits, and other compensation

2. Schedule 2: Company Property: Comprehensive list of company items to be returned by the departing director

3. Schedule 3: Share Options: Details of share option arrangements and their treatment upon exit

4. Appendix A: Resignation Letter: Form of resignation letter to be signed by the departing director

5. Appendix B: Press Release: Agreed form of announcement regarding the director's departure if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Companies Act 2006: Primary legislation governing company directors' duties, obligations, resignation procedures, removal processes, and Companies House filing requirements

Employment Rights Act 1996: Covers statutory employment rights for executive directors, including notice periods, unfair dismissal provisions, and other employment protections

Equality Act 2010: Legislation protecting against discrimination, including age and disability discrimination, which must be considered in director exits

Data Protection Act 2018 and UK GDPR: Regulations governing the handling of personal data, privacy considerations, and data retention requirements during and after director exit

Financial Services and Markets Act 2000: Regulatory framework for financial services sector, including necessary notifications and approvals for director changes in regulated entities

Corporate Governance Code: Best practice guidelines for listed companies regarding director appointments and exits, including governance requirements

Tax Legislation: Including Income Tax Act 2007 and Corporation Tax Act 2010, covering treatment of termination payments and National Insurance contributions

Contract Law: General principles governing contract formation, consideration requirements, and enforceability of exit agreements

Confidentiality Obligations: Legal requirements and best practices for maintaining company confidentiality post-exit

Post-termination Restrictions: Legal framework for restrictive covenants including non-compete and non-solicitation provisions

Share Schemes and Options: Legislation and regulations governing the treatment of equity-based compensation upon director exit

Pension Arrangements: Legal framework governing treatment of pension rights and obligations upon director departure

Directors' and Officers' Liability: Insurance and indemnity considerations for post-exit liability protection

Intellectual Property Rights: Legal framework governing ownership and transfer of IP rights upon director exit

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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