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Director Settlement Agreement Template for Canada

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Key Requirements PROMPT example:

Director Settlement Agreement

"I need a Director Settlement Agreement for our tech company's departing board member who will retain 25% of their shares and continue as a board observer until March 2025; must include specific provisions about ongoing confidentiality and handling of intellectual property."

Document background
The Director Settlement Agreement is a crucial document used when a director exits a company's board, whether due to retirement, resignation, or negotiated departure. This agreement, governed by Canadian federal and provincial laws, serves to document the comprehensive terms of the separation, including financial settlements, mutual releases, and ongoing obligations. It ensures compliance with corporate legislation, particularly the Canada Business Corporations Act, and addresses regulatory requirements, especially for public companies. The document typically includes provisions for confidentiality, non-disparagement, and the treatment of any equity holdings, while also addressing director and officer liability insurance continuation. It's particularly important in situations where the departing director held multiple roles (such as executive positions) or when the departure involves potential disputes or significant corporate transitions.
Suggested Sections

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

2. Background: Context of the director's relationship with the company and reason for settlement

3. Definitions: Key terms used throughout the agreement

4. Resignation: Terms and effective date of director's resignation from board and any officer positions

5. Settlement Payment: Details of all financial compensation being provided

6. Release of Claims: Mutual releases between parties for all known and unknown claims

7. Confidentiality: Obligations regarding company confidential information and terms of settlement

8. Non-Disparagement: Mutual obligations to refrain from negative statements

9. Continuing Obligations: Ongoing duties and responsibilities post-resignation

10. Return of Property: Requirements for returning company property and documents

11. Tax Matters: Treatment of payments for tax purposes and responsibilities

12. General Provisions: Standard legal provisions including governing law, amendments, and notices

Optional Sections

1. Employment Termination: Required if director was also an employee, addressing employment-specific termination terms

2. Share Treatment: Required if director holds company shares, addressing treatment of equity

3. Non-Competition: Optional restrictions on future competitive activities, if appropriate

4. Non-Solicitation: Optional restrictions on soliciting employees or customers

5. Benefits Continuation: Required if extending certain benefits post-termination

6. D&O Insurance: Required if addressing ongoing insurance coverage

7. Board Observer Rights: Optional if granting post-resignation observation rights

8. Cooperation: Optional terms for assistance with transition or future matters

9. Public Announcement: Required for public companies or when public announcement is planned

Suggested Schedules

1. Schedule A - Settlement Payment Details: Breakdown of all financial compensation components

2. Schedule B - Outstanding Equity Holdings: List of shares, options, or other equity instruments and their treatment

3. Schedule C - Resignation Letters: Form of resignation letters for various positions

4. Schedule D - Release: Detailed form of mutual release

5. Schedule E - Company Property: List of company property to be returned

6. Schedule F - Continuing Obligations: Detailed list of ongoing obligations from previous agreements

7. Appendix 1 - Public Announcement Draft: For public companies, draft of proposed announcement

8. Appendix 2 - Benefits Summary: Details of any continuing benefits arrangements

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

Retail

Professional Services

Transportation

Construction

Agriculture

Entertainment

Education

Relevant Teams

Legal

Human Resources

Corporate Governance

Board Secretariat

Compliance

Executive Office

Finance

Risk Management

Corporate Communications

Investor Relations

Relevant Roles

Chief Executive Officer

Corporate Secretary

General Counsel

Board Director

Chief Financial Officer

Chief Legal Officer

HR Director

Compliance Officer

Corporate Governance Officer

Executive Director

Board Chairman

Independent Director

Managing Director

Company Secretary

Vice President of Legal Affairs

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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