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Director Employment Agreement
"I need a Director Employment Agreement for appointing a new Executive Director to our Hong Kong fintech startup, with strong emphasis on IP protection, share options, and performance-based bonuses."
1. Parties: Identification of the company and the director, including their respective addresses and company registration/identification details
2. Background: Context of the appointment, including any relevant board resolutions and shareholders' approvals
3. Definitions: Key terms used throughout the agreement, including Company, Board, Confidential Information, etc.
4. Appointment and Term: Details of the director position, effective date, and duration of appointment
5. Duties and Responsibilities: Comprehensive outline of director's duties, including statutory obligations under Companies Ordinance
6. Time Commitment: Expected working hours, availability, and provisions for other directorships/activities
7. Remuneration: Base salary, bonuses, share options, and other financial benefits
8. Benefits: Insurance, MPF, leave entitlements, expense reimbursement, and other benefits
9. Place of Work: Primary work location and travel requirements
10. Confidentiality: Protection of company information during and after employment
11. Intellectual Property: Ownership and protection of IP created during directorship
12. Restrictive Covenants: Non-compete, non-solicitation, and other post-termination restrictions
13. Termination: Grounds for termination, notice periods, and consequences
14. Garden Leave: Company's right to place director on garden leave
15. Return of Property: Obligations to return company property upon termination
16. Data Protection: Handling of personal data under Privacy Ordinance
17. Governing Law: Hong Kong law as governing law and jurisdiction
18. General Provisions: Standard boilerplate clauses including entire agreement, severability, etc.
1. Listed Company Obligations: Additional obligations for directors of listed companies, include if company is listed or planning to list
2. International Travel: Specific provisions for international travel and overseas duties, include if role requires significant international work
3. Multiple Directorships: Provisions for holding directorships in subsidiary/group companies, include if director will serve multiple group companies
4. Share Options: Detailed share option scheme provisions, include if share options are part of compensation
5. Performance Targets: Specific KPIs and performance evaluation criteria, include if bonus is performance-based
6. Representation on Committees: Provisions for serving on board committees, include if director will serve on specific committees
7. Indemnification: Company's indemnification of director, include if company provides director indemnification
8. Insurance: Directors' and Officers' liability insurance provisions, include if D&O insurance is provided
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Remuneration Package: Detailed breakdown of all compensation elements
3. Schedule 3 - Benefits: Comprehensive list of benefits and entitlements
4. Schedule 4 - Performance Metrics: Detailed performance evaluation criteria and bonus calculations
5. Schedule 5 - Group Companies: List of group companies where director holds positions
6. Appendix A - Board Resolution: Copy of board resolution approving the appointment
7. Appendix B - Share Option Terms: Details of share option scheme if applicable
8. Appendix C - Company Policies: Key company policies applicable to directors
Authors
Appointment
Board
Board Committees
Business
Business Day
Cause
Company
Companies Ordinance
Competitor
Confidential Information
Director's Duties
Effective Date
Employment
Employment Ordinance
Garden Leave
Good Reason
Group
Group Company
Intellectual Property Rights
Listing Rules
Material Breach
MPF Scheme
Notice Period
Parent Company
Performance Targets
Personal Data
Prohibited Area
Registered Office
Remuneration
Restricted Business
Restricted Customer
Restricted Period
Restricted Person
Share Option Scheme
Subsidiary
Termination Date
Territory
Variable Compensation
Work Product
Term
Duties and Responsibilities
Powers and Authority
Time Commitment
Remuneration
Bonus
Share Options
Benefits
Expenses
Leave Entitlement
Location
Travel
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Non-Dealing
Non-Poaching
Board Meetings
Reporting Requirements
Corporate Governance
Regulatory Compliance
Conflicts of Interest
Outside Activities
Company Property
Record Keeping
Performance Review
Termination
Garden Leave
Payment in Lieu of Notice
Post-Termination Obligations
Return of Property
Severance
Insurance
Indemnification
Force Majeure
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Governing Law
Jurisdiction
Financial Services
Banking
Insurance
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Telecommunications
Energy
Transportation
Education
Media and Entertainment
Construction
Hospitality
Legal
Human Resources
Corporate Secretarial
Compliance
Board of Directors
Executive Committee
Compensation Committee
Nomination Committee
Corporate Governance
Risk Management
Executive Director
Managing Director
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Chief Marketing Officer
Regional Director
Country Manager
Division Director
Executive Vice President
Board Member
Non-Executive Director
Independent Director
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