Director Exit Agreement for Nigeria

Director Exit Agreement Template for Nigeria

This document is a comprehensive agreement governing the departure of a director from a Nigerian company, structured in compliance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. It sets out the terms and conditions of the director's exit, including resignation procedures, final remuneration, confidentiality obligations, non-compete provisions, and mutual releases. The agreement ensures regulatory compliance while protecting both the company's interests and the departing director's rights under Nigerian law.

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What is a Director Exit Agreement?

The Director Exit Agreement is a crucial document used when a director leaves their position in a Nigerian company, whether through resignation, retirement, or mutual agreement. This document ensures compliance with Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020, while managing the transition smoothly and protecting all parties' interests. It covers essential aspects such as handover procedures, final compensation, ongoing obligations, and regulatory requirements. The agreement is vital for risk management, corporate governance, and maintaining proper documentation of leadership changes in Nigerian companies.

What sections should be included in a Director Exit Agreement?

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

What sections are optional to include in a Director Exit Agreement?

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

What schedules should be included in a Director Exit Agreement?

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

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

Jurisdiction

Nigeria

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Oil and Gas

Telecommunications

Professional Services

Healthcare

Real Estate

Retail

Agriculture

Mining

Construction

Education

Transportation

Energy

Relevant Teams

Legal

Human Resources

Company Secretariat

Corporate Governance

Finance

Compliance

Risk Management

Public Relations

Corporate Communications

Executive Office

Relevant Roles

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

Industries
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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