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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
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
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)
Appointment
Board
Board Committees
Business Day
Change of Control
Company
Competing Business
Confidential Information
Corporate Governance Code
Director
Effective Date
Executive Duties
Fee
Good Reason
Group
Group Company
Intellectual Property Rights
Just Cause
Notice Period
Parent Company
Restricted Period
Services
Share Option Scheme
Subsidiary
Term
Termination Date
Territory
Unauthorized Disclosure
Business
Duties and Responsibilities
Time Commitment
Location
Remuneration and Benefits
Expenses
Confidentiality
Conflicts of Interest
Board Meetings
Performance Review
Independence Requirements
Compliance with Laws
Corporate Governance
Directors and Officers Insurance
Intellectual Property
Non-Competition
Non-Solicitation
Termination
Garden Leave
Return of Company Property
Data Protection
Stock Options
Indemnification
Notices
Amendment and Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Assignment
Third Party Rights
Force Majeure
Counterparts
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