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1. Parties: Identification of the Company and the Director
2. Background: Context of the director's appointment and reason for exit
3. Definitions: Key terms used throughout the agreement
4. Effective Date of Exit: Specific date when directorship will terminate
5. Resignation and Handover: Process for formal resignation and handover of responsibilities
6. Final Remuneration: Details of final payment of fees, allowances, and other entitlements
7. Company Property: Requirements for return of company property and documents
8. Confidentiality Obligations: Ongoing duties regarding confidential information
9. Non-Compete and Non-Solicitation: Restrictions on future activities
10. Mutual Release: Release of claims between parties
11. Tax Matters: Treatment of tax obligations and indemnities
12. Announcements: Agreed approach to public/internal communications
13. Governing Law: Confirmation of Nigerian law as governing law
14. Dispute Resolution: Process for resolving any disputes
1. Continuing Appointments: Used when director maintains other roles within group companies
2. Consultancy Arrangements: Used when director will provide ongoing consulting services
3. Share Options and Securities: Required if director holds company shares or options
4. Legal Fees: Include if company agrees to pay director's legal fees
5. Reference and Communications: Used when specific agreements about references are needed
6. Garden Leave: Include if director will be placed on garden leave
7. Pension Arrangements: Required if director has pension entitlements
8. Insurance and Indemnity: Used when extending D&O insurance coverage post-exit
1. Schedule 1 - Company Property: Detailed list of company property to be returned
2. Schedule 2 - Final Payment Calculation: Breakdown of all final payments and benefits
3. Schedule 3 - Resignation Letters: Form of resignation letters for all directorships
4. Schedule 4 - Announcement Text: Agreed form of any public or internal announcements
5. Schedule 5 - Share Options Schedule: Details of treatment of share options and vestings
6. Appendix A - Handover Plan: Detailed plan for handover of responsibilities
7. Appendix B - Confidential Information: Specific list of confidential information and materials
Board
Business
Business Day
CAMA
Company
Company Property
Confidential Information
Corporate Group
Director
Effective Date
Exit Date
Final Payment
Group Company
Intellectual Property Rights
Notice Period
Outstanding Entitlements
Parties
Related Company
Restricted Business
Restricted Period
Restricted Territory
Share Options
Subsidiary
Termination Date
Territory
Transaction Documents
Transition Period
Continuing Obligations
D&O Insurance
Board Resolutions
Corporate Records
Exit Documents
Material Contracts
Regulatory Authority
Securities
Termination Benefits
Termination
Payment and Benefits
Return of Property
Confidentiality
Non-Competition
Non-Solicitation
Non-Disparagement
Intellectual Property
Handover of Duties
Release and Waiver
Tax Indemnity
Public Announcements
References
Directors' and Officers' Insurance
Further Assurance
Surviving Obligations
Assignment
Severability
Entire Agreement
Variation
Notices
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Data Protection
Share Options Treatment
Board Representation
Regulatory Compliance
Warranties and Representations
Financial Services
Manufacturing
Technology
Oil and Gas
Telecommunications
Professional Services
Healthcare
Real Estate
Retail
Agriculture
Mining
Construction
Education
Transportation
Energy
Legal
Human Resources
Company Secretariat
Corporate Governance
Finance
Compliance
Risk Management
Public Relations
Corporate Communications
Executive Office
Chief Executive Officer
Managing Director
Executive Director
Non-Executive Director
Chairman
Board Member
Finance Director
Operations Director
Technical Director
Commercial Director
Regional Director
Independent Director
Nominee Director
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