The Director Fee Agreement serves as a crucial governance document that formalizes the financial relationship between a company and its board members. This agreement is essential when appointing new directors or modifying existing compensation arrangements. It typically includes details about annual retainers, meeting fees, equity compensation, and expense reimbursement policies, while ensuring compliance with U.S. federal and state laws, SEC requirements, and tax regulations. The agreement helps establish clear expectations and protects both parties' interests.
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1. Parties: Identifies the company and the director entering into the agreement
2. Background: Establishes the context of the appointment and the purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Appointment: Specifies the role and capacity of directorship
5. Fee Structure: Details the basic compensation, including amount and payment schedule
6. Term and Termination: Specifies duration and conditions for ending the agreement
7. Duties and Responsibilities: Outlines the director's obligations and commitments
8. Governing Law: Specifies the jurisdiction governing the agreement
1. Equity Compensation: Details stock options or other equity-based compensation when offered as part of the compensation package
2. Committee Service Fees: Additional compensation for serving on board committees, including payment terms and conditions
3. Expense Reimbursement: Policy on reimbursing director expenses and procedures for claiming reimbursement
4. Indemnification: Protection against liability in role performance and terms of company's indemnification obligations
5. Confidentiality: Provisions for handling confidential information and post-service obligations
1. Schedule A - Fee Schedule: Detailed breakdown of all compensation components including base fees, meeting fees, and additional compensation
2. Schedule B - Meeting Requirements: Specific attendance and participation requirements for board and committee meetings
3. Appendix 1 - Stock Option Terms: Details of any equity compensation arrangements including vesting schedules and exercise terms
4. Appendix 2 - Expense Policy: Company's policy on reimbursable expenses and submission procedures
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