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1. Parties: Identification of the company and the departing director
2. Background: Brief recital of the director's appointment, current situation, and mutual desire to terminate the relationship
3. Definitions: Key terms used throughout the agreement
4. Effective Date of Resignation: Specific date when directorship will cease and process for resignation from all relevant boards and committees
5. Handover Obligations: Requirements for transitioning responsibilities, documents, and company property
6. Final Payments: Details of any final payments, including outstanding fees and expenses
7. Continuing Obligations: Ongoing duties including confidentiality, non-disparagement, and cooperation with pending matters
8. Release and Waiver: Mutual release of claims between parties
9. Company Announcements: Agreed approach to internal and external communications regarding the departure
10. Governing Law: Specification of Malaysian law as governing law and jurisdiction
11. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices
1. Share Treatment: Required if director holds shares, addressing retention, transfer, or buyback of shares
2. Executive Employment Termination: Needed if director also holds executive position, addressing employment termination terms
3. Non-Compete Provisions: Added when business protection through competition restrictions is required
4. Consultancy Arrangements: Used when director will continue providing advisory services post-resignation
5. Benefits Continuation: Required if any company benefits will continue post-departure
6. Intellectual Property Rights: Added when director was involved in IP creation or has specific IP rights
7. Legal Proceedings: Required if there are ongoing legal matters requiring director's cooperation
8. Tax Indemnity: Added when complex tax implications exist in the termination package
1. Schedule 1 - Company Property: Detailed list of all company property to be returned
2. Schedule 2 - Shareholding Details: List of shares, options, or other securities held by the director
3. Schedule 3 - Board Positions: List of all board and committee positions from which director is resigning
4. Schedule 4 - Final Payment Calculation: Detailed breakdown of all final payments and benefits
5. Schedule 5 - Confidential Information: Specific details of confidential information and trade secrets
6. Schedule 6 - Continuing Obligations: Detailed list of specific ongoing obligations and their duration
7. Appendix A - Resignation Letters: Template resignation letters for various positions
8. Appendix B - Public Announcement: Draft of any public announcements or regulatory filings
Appointment Date
Board
Board Positions
Business Day
Company
Company Group
Company Property
Confidential Information
Director
Effective Date
Final Payment
Governing Law
Intellectual Property Rights
Notice
Parties
Resignation Date
Shares
Subsidiary
Trade Secrets
Termination Benefits
Outstanding Obligations
Board Committees
Company Records
Continuing Obligations
Related Companies
Corporate Documents
Handover Materials
Release
Waiver
Effective Date
Handover
Final Payment
Benefits Termination
Confidentiality
Non-Disclosure
Non-Compete
Non-Solicitation
Return of Property
Share Treatment
Mutual Release
Waiver of Claims
Continuing Obligations
Board Representation
Public Announcements
Reference Provision
Legal Compliance
Cooperation
Document Retention
Intellectual Property
Tax Matters
Indemnification
Dispute Resolution
Notices
Amendment
Severability
Entire Agreement
Governing Law
Third Party Rights
Force Majeure
Assignment
Counterparts
Costs
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Education
Construction
Mining
Agriculture
Transportation
Hospitality
Legal
Human Resources
Corporate Secretarial
Compliance
Board Secretariat
Corporate Governance
Finance
Risk Management
Internal Audit
Corporate Communications
Chief Executive Officer
Managing Director
Executive Director
Non-Executive Director
Independent Director
Company Secretary
Chief Legal Officer
General Counsel
Head of Compliance
Board Chairman
Chief Financial Officer
Head of Human Resources
Corporate Governance Officer
Risk Management Officer
Company Director
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