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Director Exit Agreement Template for Canada

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Key Requirements PROMPT example:

Director Exit Agreement

"I need a Director Exit Agreement for our retiring board member who will transition to a 12-month advisory role starting March 1, 2025, including provisions for retaining their vested stock options and maintaining board observer status."

Document background
The Director Exit Agreement is a crucial document used when a member of the board of directors leaves their position, whether through retirement, resignation, or mutual agreement. This agreement, structured under Canadian federal and provincial laws, serves multiple purposes: it formally documents the termination of the director's board duties, establishes clear terms for final compensation and benefits, addresses the handling of confidential information and company property, and sets out any post-departure obligations or restrictions. The agreement typically includes provisions compliant with the Canada Business Corporations Act and relevant securities regulations, making it essential for public and private companies across various sectors. It helps minimize potential disputes by clearly defining the rights and obligations of both parties while ensuring proper corporate governance during leadership transitions.
Suggested Sections

1. Parties: Identification of the company and the departing director

2. Background: Context of the director's appointment, current situation, and reason for exit

3. Definitions: Key terms used throughout the agreement

4. Effective Date and Resignation: Specific date and terms of the director's resignation

5. Final Compensation: Details of final payments, including any outstanding fees or compensation

6. Treatment of Securities: Handling of shares, options, or other securities held by the director

7. Confidentiality Obligations: Ongoing duties regarding confidential information

8. Non-Competition and Non-Solicitation: Restrictions on future activities that might compete with the company

9. Return of Company Property: Requirements for returning company assets and documents

10. Mutual Release: Release of claims between parties

11. Cooperation in Transition: Director's obligations to assist in transition of duties

12. Surviving Obligations: Obligations that continue after the agreement ends

13. General Provisions: Standard legal provisions including governing law, notices, and entire agreement

Optional Sections

1. Consulting Arrangement: Terms of any ongoing advisory or consulting relationship

2. Board Observer Rights: Any continuing rights to observe board meetings or receive information

3. Insurance and Indemnification: Specific arrangements for ongoing D&O insurance coverage and indemnification

4. Tax Matters: Special tax considerations or arrangements

5. Public Announcements: Terms for managing public communications about the departure

6. Acceleration of Equity: Special provisions for accelerating vesting of equity compensation

7. Continuing Board Representation: Terms for maintaining board representation through a designee

8. International Considerations: Special provisions for directors with international responsibilities

Suggested Schedules

1. Schedule A - Outstanding Compensation: Detailed list of all outstanding compensation amounts

2. Schedule B - Securities Holdings: Complete inventory of shares, options, and other securities

3. Schedule C - Company Property: List of company property to be returned

4. Schedule D - Continuing Obligations: Detailed list of ongoing obligations from previous agreements

5. Schedule E - Release Terms: Detailed terms of mutual release

6. Appendix 1 - Resignation Letter: Form of director's formal resignation letter

7. Appendix 2 - Public Announcement: Draft of public announcement if required

8. Appendix 3 - Regulatory Filings: Templates for required regulatory filings

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








































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Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Energy

Mining

Real Estate

Telecommunications

Professional Services

Retail

Transportation

Media and Entertainment

Biotechnology

Consumer Goods

Infrastructure

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Human Resources

Compliance

Executive Office

Corporate Communications

Investor Relations

Finance

Risk Management

Relevant Roles

Board Director

Executive Director

Chief Executive Officer

Corporate Secretary

General Counsel

Chief Legal Officer

Board Chair

Lead Independent Director

Chief Financial Officer

Chief Operating Officer

Corporate Governance Officer

Head of Compliance

Director of Human Resources

Chief Human Resources 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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