Director Exit Agreement Template for Netherlands

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Key Requirements PROMPT example:

Director Exit Agreement

I need a Director Exit Agreement for our CFO who is leaving amicably to join a competitor in March 2025; we need to include standard non-compete provisions and handle their unvested share options, plus ensure a smooth transition of ongoing projects.

Document background
A Director Exit Agreement is essential when terminating the relationship between a director and a company in the Netherlands. This document is typically used when a director leaves their position, whether through mutual agreement, resignation, or termination. It addresses the complex dual nature of director relationships under Dutch law, where directors often have both a corporate appointment and an employment agreement. The document must comply with Dutch corporate law (particularly Book 2 of the Dutch Civil Code), employment legislation, and corporate governance requirements. It covers crucial aspects such as severance payments, notice periods, continuing obligations, and release of claims. The agreement is particularly important for ensuring legal compliance, managing transition risks, and protecting both parties' interests. It may require works council consultation and should consider tax implications under Dutch law.
Suggested Sections

1. Parties: Identification of the company and the departing director

2. Background: Context of the director's appointment, current positions, and reason for termination

3. Definitions: Key terms used throughout the agreement

4. Termination Date and Arrangements: Specific date and terms of termination for both corporate and employment positions

5. Financial Settlement: Details of severance package, outstanding salary, bonuses, and other financial entitlements

6. Company Property: Requirements for returning company assets and information

7. Confidentiality: Ongoing obligations regarding confidential information

8. Post-Termination Restrictions: Non-compete and non-solicitation provisions

9. Tax and Social Security: Tax treatment of payments and social security implications

10. Release and Waiver: Mutual release of claims and liabilities

11. Cooperation: Requirements for transition of duties and future cooperation

12. General Provisions: Standard legal clauses including governing law, entire agreement, and amendments

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Share-Related Provisions: Required if the director holds shares or share options in the company

2. Supervisory Board Position: Needed if the director holds positions on supervisory boards

3. Insurance and Indemnification: Optional section detailing continued D&O insurance coverage and indemnification

4. Public Announcements: Required for listed companies or when public communication about the exit is needed

5. Consultancy Arrangements: Optional if the director will continue providing services as a consultant

6. Works Council Approval: Required if works council approval is needed for the termination

7. Pension Arrangements: Required if specific pension arrangements need to be addressed

8. Garden Leave: Optional section for arrangements during notice period

Suggested Schedules

1. Schedule 1 - Financial Settlement Details: Detailed breakdown of all financial elements of the settlement

2. Schedule 2 - Company Property Inventory: List of all company assets to be returned

3. Schedule 3 - Resignation Letters: Template resignation letters for various positions

4. Schedule 4 - Press Release: Draft public announcement if applicable

5. Schedule 5 - Share Options Schedule: Details of treatment of share options and other equity-based compensation

6. Appendix A - Deed of Release: Formal deed of release document

7. Appendix B - Handover Plan: Detailed plan for transition of responsibilities

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Retail

Professional Services

Energy

Real Estate

Telecommunications

Transportation

Construction

Media and Entertainment

Education

Non-Profit Organizations

Agriculture

Relevant Teams

Legal

Human Resources

Corporate Secretariat

Finance

Compliance

Risk Management

Communications

Public Relations

Executive Office

Compensation & Benefits

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Board Member

Statutory Director

Non-Executive Director

Supervisory Board Member

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Division Director

Country Manager

Regional 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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