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Director Employment Contract

Director Employment Contract Template for Philippines

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Key Requirements PROMPT example:

Director Employment Contract

"I need a Director Employment Contract for a technology startup in Manila, with emphasis on stock options and IP protection, as the director will be involved in product development starting March 2025."

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Document background
The Director Employment Contract is a crucial legal document used when appointing executive directors to a company's board in the Philippines. It serves as the primary agreement governing the employment relationship between the company and its director, combining elements of both corporate governance and employment law. This document is essential when formalizing director appointments, whether for newly established companies, replacing existing directors, or converting senior executives to board positions. The contract must comply with Philippine legislation, including the Corporation Code, Labor Code, and relevant SEC regulations. It typically includes detailed provisions on duties, compensation, benefits, confidentiality, non-competition, and termination terms, while also addressing corporate governance requirements specific to Philippine corporations.
Suggested Sections

1. Parties: Identification of the Company and the Director, including their complete legal names and addresses

2. Background: Context of the appointment, including any relevant corporate resolutions

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official designation, position, and duration of appointment

5. Duties and Responsibilities: Detailed description of director's roles, including both statutory and operational responsibilities

6. Time Commitment: Expected working hours and time dedication to the role

7. Remuneration and Benefits: Base salary, bonuses, and other benefits including healthcare and insurance

8. Board Meetings and Corporate Governance: Participation in board meetings and compliance with corporate governance requirements

9. Confidentiality: Protection of company information and trade secrets

10. Intellectual Property: Ownership and rights to work created during directorship

11. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/clients

12. Termination: Grounds and procedures for ending the employment relationship

13. Post-Termination Obligations: Continuing obligations after the end of employment

14. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution mechanisms

Optional Sections

1. Stock Options: Terms of any share or stock option schemes, used when the company offers equity-based compensation

2. International Travel: Terms for international assignments and travel, included when the role requires significant international work

3. Multiple Directorships: Provisions regarding holding director positions in other companies, included when relevant to the specific appointment

4. Performance Metrics: Specific KPIs and performance evaluation criteria, included when compensation is heavily performance-based

5. Corporate Housing: Terms related to housing provisions, included when the company provides accommodation

6. Representation on Other Boards: Terms for representing the company on subsidiary or affiliate boards, included when applicable

7. Retirement Benefits: Special retirement package terms, included for long-term appointments

8. Change of Control: Provisions dealing with company ownership changes, important for listed companies

Suggested Schedules

1. Schedule 1 - Remuneration Package: Detailed breakdown of salary, bonuses, and benefits

2. Schedule 2 - Position Description: Detailed role specification and responsibilities

3. Schedule 3 - Company Policies: Key corporate policies applicable to the director

4. Schedule 4 - Performance Metrics: Detailed KPIs and evaluation criteria

5. Schedule 5 - Benefits and Perquisites: Detailed list of additional benefits and allowances

6. Appendix A - Board Resolution: Copy of board resolution approving the appointment

7. Appendix B - Statutory Declaration: Director's declaration of compliance with qualification requirements

8. Appendix C - Conflict of Interest Disclosure: Director's disclosure of any potential conflicts of interest

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Appointment
Board
Board Committees
Business Day
By-laws
Cause
Company
Company Group
Company Policies
Competitor
Confidential Information
Corporate Governance Manual
Director
Effective Date
Employment Period
General Information Security Policy
Good Reason
Intellectual Property Rights
Material Breach
Notice Period
Performance Metrics
Prohibited Activities
Regulatory Bodies
Related Parties
Remuneration
Restricted Period
SEC
Shareholders
Subsidiary
Term
Territory
Trade Secrets
Termination Date
Variable Pay
Clauses
Appointment
Term
Duties and Responsibilities
Board Participation
Corporate Governance
Remuneration
Benefits
Performance Review
Working Hours
Leave Entitlement
Expenses
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Conflict of Interest
Representation and Warranties
Termination
Garden Leave
Post-Termination Obligations
Company Property
Notice
Force Majeure
Indemnification
Insurance
Regulatory Compliance
Amendment
Severability
Waiver
Entire Agreement
Governing Law
Dispute Resolution
Relevant Industries

Banking and Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Telecommunications

Consumer Goods

Professional Services

Transportation and Logistics

Education

Mining and Natural Resources

Construction

Agriculture

Relevant Teams

Legal

Human Resources

Corporate Secretariat

Board Affairs

Executive Office

Compliance

Corporate Governance

Risk Management

Finance

Administration

Relevant Roles

Executive Director

Managing Director

Finance Director

Operations Director

Technical Director

Commercial Director

Regional Director

Country Director

Board Member

Non-Executive Director

Independent Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Commercial Officer

Industries
Labor Code of the Philippines (Presidential Decree No. 442): Primary legislation governing employment relationships, including terms of employment, compensation, working conditions, and termination
Corporation Code of the Philippines (Republic Act No. 11232): Defines the roles, responsibilities, fiduciary duties, and liabilities of corporate directors
Securities Regulation Code (Republic Act No. 8799): Regulates director responsibilities in public companies, including disclosure requirements and insider trading provisions
National Internal Revenue Code: Governs taxation of director compensation, benefits, and other remuneration
Social Security Law (Republic Act No. 8282): Mandates social security coverage and benefits for employees, including corporate officers
PhilHealth Law (Republic Act No. 7875): Requires health insurance coverage for employees, including provisions for corporate officers
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and protection of personal information in employment relationships
Anti-Dummy Law (Commonwealth Act No. 108): Restricts foreign participation in certain activities and positions, including directorship in specific 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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