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1. Parties: Identification of the Company and the Director, including registered addresses
2. Background: Context of the appointment, including the board resolution date and position details
3. Definitions: Key terms used throughout the agreement including 'Board', 'Confidential Information', 'Group Company', etc.
4. Appointment and Term: Details of the director's role, effective date, and duration of appointment
5. Duties and Responsibilities: Comprehensive outline of director's duties, including statutory obligations under CAMA 2020
6. Time Commitment: Expected working hours and commitment to the role
7. Remuneration and Benefits: Base salary, bonuses, and other benefits including pension arrangements
8. Expenses: Policy on reimbursement of business expenses
9. Place of Work: Primary work location and travel requirements
10. Confidentiality: Obligations regarding company confidential information
11. Intellectual Property: Assignment of IP rights created during directorship
12. Restrictions: Non-compete and non-solicitation provisions
13. Termination: Grounds and procedures for termination of the appointment
14. Company Policies: Compliance with company policies and procedures
15. Governing Law: Nigerian law as governing law and jurisdiction
1. External Directorships: Required if director is permitted to hold other board positions
2. Share Options: Include if director is to participate in company share schemes
3. International Travel: Required for roles involving significant international duties
4. Performance Metrics: Include if specific KPIs are tied to compensation
5. Medical Benefits: Include if providing private medical coverage
6. Relocation Package: Required if director needs to relocate for the position
7. Acting as Company Secretary: Include if director will also serve as company secretary
8. Group Director Responsibilities: Required if director will serve on boards of subsidiary companies
1. Schedule 1 - Remuneration Package: Detailed breakdown of salary, bonuses, and benefits
2. Schedule 2 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
3. Schedule 3 - Company Policies: List of key company policies applicable to the director
4. Appendix A - Board Resolution: Copy of board resolution approving the appointment
5. Appendix B - Share Option Terms: Details of any share option schemes (if applicable)
6. Appendix C - Performance Criteria: Detailed performance metrics and evaluation criteria
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