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Director Exit Agreement Template for Australia

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Key Requirements PROMPT example:

Director Exit Agreement

"I need a Director Exit Agreement for our ASX-listed technology company, where our Managing Director is leaving amicably to retire effective March 1, 2025, and will retain 25% of their shares but resign from all board positions."

Document background
The Director Exit Agreement is a crucial document used when a director leaves their position with an Australian company, whether the departure is amicable or following a dispute. It serves as a comprehensive record of the terms and conditions of the director's departure, including their resignation from all relevant positions, final remuneration and benefits, treatment of shares or options, continuing obligations, and mutual releases. The agreement ensures compliance with Australian corporate law, particularly the Corporations Act 2001 (Cth), ASX requirements for listed companies, and relevant employment laws. It helps minimize future disputes by clearly documenting all aspects of the separation and protecting both parties' interests through carefully crafted confidentiality, non-disparagement, and where applicable, restraint of trade provisions.
Suggested Sections

1. Parties: Identifies the company and the outgoing director as parties to the agreement

2. Background: Recitals setting out the context, including director's appointment date, roles, and agreement to resign

3. Definitions and Interpretation: Defines key terms and sets out interpretation principles

4. Resignation and Effective Date: Specifies the director's resignation from all positions and its effective date

5. Payments and Entitlements: Details all financial entitlements, including final payments, statutory entitlements, and treatment of benefits

6. Company Property: Requirements for return of company property, documents, and access credentials

7. Confidentiality Obligations: Ongoing obligations regarding confidential information

8. Non-Disparagement: Mutual obligations not to make disparaging remarks

9. Release and Waiver: Mutual releases from claims and liabilities

10. Continuing Obligations: Surviving obligations from previous agreements

11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.

12. Execution: Signing provisions and execution blocks

Optional Sections

1. Share Transfer: Required if the director holds shares that need to be transferred or dealt with

2. Restraint of Trade: Non-compete and non-solicitation provisions if required by the company

3. Consulting Arrangements: Terms of any ongoing consulting or advisory relationship

4. Transition Assistance: Requirements for handover and assistance during transition period

5. Dispute Resolution: Specific dispute resolution procedures if there are existing disputes

6. Board Communication: Agreed announcement and communication regarding the departure

7. Insurance and Indemnity: Specific provisions regarding ongoing D&O insurance coverage

8. Intellectual Property: Specific IP assignments or licenses if relevant to the role

Suggested Schedules

1. Schedule 1 - Resignation Letters: Forms of resignation from various positions

2. Schedule 2 - Payment Schedule: Detailed breakdown of all payments and entitlements

3. Schedule 3 - Company Property: List of items to be returned to the company

4. Schedule 4 - Share Details: Details of shareholding and transfer arrangements if applicable

5. Schedule 5 - Deed of Release: Detailed mutual release terms if separate from main agreement

6. Schedule 6 - Announcement: Agreed form of any public or internal announcements

7. Schedule 7 - Handover Plan: Detailed transition plan and responsibilities if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






































Clauses






























Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Mining and Resources

Professional Services

Education

Real Estate

Construction

Energy

Telecommunications

Transportation and Logistics

Agriculture

Non-Profit

Relevant Teams

Legal

Human Resources

Company Secretariat

Board of Directors

Executive Leadership

Corporate Governance

Finance

Compliance

Risk Management

Relevant Roles

Director

Executive Director

Non-Executive Director

Managing Director

CEO

Company Secretary

General Counsel

Chief Financial Officer

Board Chairman

Head of Legal

Chief Operating Officer

HR Director

Corporate Governance Officer

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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