Directors Service Agreement for the United States

Directors Service Agreement Template for United States

A Directors Service Agreement is a formal contract under U.S. law that establishes the terms and conditions of a director's service on a company's board. It outlines the director's duties, responsibilities, compensation, and benefits, while ensuring compliance with federal and state corporate laws, SEC regulations, and stock exchange requirements where applicable. The agreement typically includes provisions for confidentiality, intellectual property rights, and termination conditions.

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What is a Directors Service Agreement?

The Directors Service Agreement is essential for clearly defining the relationship between a company and its board members under U.S. law. This document is typically used when appointing new directors or formalizing arrangements with existing directors. It encompasses critical aspects such as fiduciary duties, meeting attendance requirements, compensation structures, and confidentiality obligations. The agreement ensures compliance with relevant state and federal regulations while protecting both the company's and the director's interests. It's particularly important for public companies subject to SEC oversight but is valuable for private companies as well.

What sections should be included in a Directors Service Agreement?

1. Parties: Identifies the company and the director entering into the agreement

2. Background: Explains the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment and duration

5. Duties and Responsibilities: Outlines the director's key duties and obligations

6. Compensation: Details of remuneration, including salary, bonuses, and benefits

7. Confidentiality: Obligations regarding confidential information

8. Termination: Circumstances and procedures for ending the agreement

What sections are optional to include in a Directors Service Agreement?

1. Equity Participation: Details of stock options or share schemes if director is offered equity compensation

2. Non-Competition: Restrictions on competing activities when company wants to restrict post-employment competition

3. International Travel: Terms regarding international assignments for companies with international operations

What schedules should be included in a Directors Service Agreement?

1. Schedule 1: Compensation Details: Detailed breakdown of compensation package

2. Schedule 2: Role Description: Detailed description of director's duties

3. Schedule 3: Company Policies: Key corporate policies applicable to directors

4. Appendix A: Stock Option Agreement: Terms of any equity compensation (if equity compensation is offered)

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Service Agreement

Cost

Free to use
Clauses
Industries

Securities Exchange Act 1934: Federal law governing securities trading and establishing SEC oversight, requiring directors to comply with reporting obligations and insider trading regulations

Sarbanes-Oxley Act 2002: Establishes requirements for corporate accountability, financial disclosure, and internal controls, with specific obligations for directors including certification of financial statements

Dodd-Frank Act: Provides regulations on executive compensation, corporate governance, and disclosure requirements, including say-on-pay provisions

Internal Revenue Code: Federal tax regulations affecting director compensation, benefits, and tax implications of various forms of remuneration

ERISA: Employee Retirement Income Security Act governing retirement benefits and pension plans that may be included in director compensation packages

State Corporate Laws: State-specific regulations governing corporate operations, director duties, and fiduciary responsibilities (varies by state of incorporation)

Stock Exchange Requirements: NYSE and NASDAQ listing requirements including corporate governance standards and director independence rules

SEC Regulations: Securities and Exchange Commission rules governing disclosure requirements, insider trading, and corporate governance for public companies

Equal Employment Laws: Federal anti-discrimination laws including ADEA, ADA, and EEO regulations applicable to director appointments and service

Section 409A: IRS regulations governing deferred compensation arrangements, crucial for structuring director compensation packages

Trade Secrets Protection Act: Federal law protecting confidential business information, relevant for confidentiality provisions in director agreements

State Non-Compete Laws: State-specific regulations governing the enforceability of non-compete clauses in director agreements

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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