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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.
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
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
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
Company
Director
Board
Supervisory Board
Group
Group Company
Termination Date
Effective Date
Notice Period
Garden Leave Period
Articles of Association
Management Agreement
Employment Agreement
Confidential Information
Intellectual Property Rights
Business Relations
Severance Payment
Bonus
Variable Remuneration
Share Options
Company Property
Restricted Period
Competition
Competitive Business
Released Claims
Works Council
Deed of Release
Parent Company
Annual Accounts
Business Day
Material Breach
Professional Capacity
Restricted Territory
Settlement Agreement
Statutory Requirements
Target Bonus
Transition Period
Warranties
Board Resolution
Corporate Opportunity
Key Employees
Management Board
Outstanding Remuneration
Personal Data
Resignation Date
Surviving Provisions
Resignation
Financial Settlement
Severance Payment
Bonus Arrangements
Share Options
Pension Rights
Confidentiality
Non-Competition
Non-Solicitation
Non-Disparagement
Company Property Return
Intellectual Property
Data Protection
Release and Waiver
Tax Indemnity
Cooperation
Handover
Public Announcements
References
Legal Fees
Insurance
Surviving Obligations
Amendment
Severability
Entire Agreement
Notices
Governing Law
Jurisdiction
Third Party Rights
Assignment
Counterparts
Force Majeure
Waiver
Good Faith
Warranties
Interpretation
Financial Services
Technology
Manufacturing
Healthcare
Retail
Professional Services
Energy
Real Estate
Telecommunications
Transportation
Construction
Media and Entertainment
Education
Non-Profit Organizations
Agriculture
Legal
Human Resources
Corporate Secretariat
Finance
Compliance
Risk Management
Communications
Public Relations
Executive Office
Compensation & Benefits
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
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