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Exit Agreement For Director
"I need a Director Exit Agreement for our technology company's departing Executive Director who holds significant share options and will be leaving on March 15, 2025; the agreement should include strong non-compete provisions and detailed treatment of unvested stock options."
1. Parties: Identification of the company and the departing director
2. Background: Context of the director's appointment, current position, and reason for separation
3. Definitions: Key terms used throughout the agreement
4. Effective Date of Separation: Specifies the date when the director's duties and responsibilities cease
5. Resignation from Directorships: Terms of resignation from board and any subsidiary boards
6. Final Compensation: Details of final payment, including director's fees, allowances, and other entitlements
7. Company Property: Requirements for return of company assets, documents, and other property
8. Confidentiality Obligations: Ongoing duties regarding confidential information and trade secrets
9. Non-Disparagement: Mutual obligations to refrain from making negative statements
10. Release of Claims: Mutual release of claims and liabilities
11. Continuing Obligations: Surviving obligations post-separation
12. Governing Law and Jurisdiction: Specification of Philippine law and jurisdiction
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Share Options and Equity: Required when director holds company shares or stock options, detailing treatment of equity post-separation
2. Intellectual Property Rights: Needed when director was involved in creating IP or has specific IP rights
3. Non-Competition: Include when restricting director's future employment or business activities
4. Non-Solicitation: Add when preventing solicitation of employees, customers, or suppliers
5. Transitional Services: Include when director will provide handover or consulting services
6. Insurance and Indemnification: Required when addressing ongoing D&O insurance coverage
7. Tax Indemnity: Include when complex tax implications exist in separation package
8. Board Resolution: Add when formal board approval is required for separation terms
1. Schedule 1 - Resignation Letters: Template letters of resignation from various board positions
2. Schedule 2 - Final Payment Calculation: Detailed breakdown of all final payments and benefits
3. Schedule 3 - Company Property Checklist: List of items to be returned to the company
4. Schedule 4 - Subsidiary Companies: List of all subsidiaries from which director is resigning
5. Schedule 5 - Share Options Details: Details of treatment of shares and options (if applicable)
6. Appendix A - Confidentiality Agreement: Detailed confidentiality terms and obligations
7. Appendix B - Release Declaration: Formal declaration of mutual release of claims
Authors
Appointment Date
Board
Board Committees
Company
Company Group
Company Property
Confidential Information
Director's Fees
Effective Date
Group Companies
Intellectual Property Rights
Parent Company
Parties
Related Companies
Resignation Date
Separation Benefits
Separation Payment
Share Options
Subsidiary
Termination Date
Trade Secrets
Transitional Period
Outstanding Obligations
Proprietary Information
Board Resolution
Corporate Records
Final Compensation
Release Claims
Continuing Obligations
Non-Compete Period
Restricted Business
Severance Package
Stock Rights
Directorship
Termination
Final Compensation
Benefits Settlement
Share Options
Confidentiality
Non-Compete
Non-Solicitation
Intellectual Property
Return of Property
Release of Claims
Indemnification
Post-Termination Obligations
Board Representation
Transitional Services
Tax Compliance
Securities Compliance
Non-Disparagement
Governing Law
Dispute Resolution
Amendment
Severability
Entire Agreement
Notices
Data Privacy
Force Majeure
Assignment
Waiver
Third Party Rights
Costs
Financial Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Energy
Telecommunications
Professional Services
Education
Transportation
Mining
Agriculture
Construction
Media and Entertainment
Legal
Human Resources
Corporate Secretariat
Board Affairs
Compliance
Finance
Corporate Governance
Executive Office
Risk Management
Compensation and Benefits
Director
Executive Director
Non-Executive Director
Independent Director
Board Chairman
Managing Director
Chief Executive Officer
Corporate Secretary
General Counsel
Chief Financial Officer
Chief Operating Officer
Compliance Officer
HR Director
Company President
Vice President
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