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Directors Service Agreement
"I need a Directors Service Agreement under Irish law for appointing our new Chief Technology Officer to the board of our fintech startup, including specific provisions for share options and technology development responsibilities, with the appointment starting March 1, 2025."
1. Parties: Identifies the company and the director entering into the agreement
2. Background: Context of the appointment and any relevant corporate history or circumstances
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Appointment and Term: Details of the appointment, position, and duration (fixed term or indefinite)
5. Duties and Responsibilities: Comprehensive outline of director's duties, including statutory, fiduciary, and specific role requirements
6. Time Commitment: Expected working hours and commitment level to the company
7. Location: Primary work location and any travel requirements
8. Remuneration: Base salary, review process, and payment terms
9. Benefits: Details of all benefits including pension, insurance, car allowance etc.
10. Expenses: Policy on business expenses and reimbursement
11. Holidays and Leave: Annual leave entitlement and holiday booking procedures
12. Confidentiality: Obligations regarding confidential information during and after employment
13. Intellectual Property: Assignment of IP rights created during directorship
14. Data Protection: Compliance with GDPR and handling of personal data
15. Termination: Grounds for termination, notice periods, and processes
16. Post-Termination Restrictions: Non-compete and non-solicitation clauses
17. Return of Company Property: Obligations regarding company property upon termination
18. Governing Law: Specification of Irish law as governing law
19. General Provisions: Miscellaneous legal provisions including severability, entire agreement, and variations
1. Share Options: Include when the director is being offered share options or participation in share schemes
2. Bonus Arrangements: Include when specific performance-related bonuses are part of the compensation package
3. Board Committee Participation: Include when the director will serve on specific board committees
4. International Travel: Include when role requires significant international travel or overseas responsibilities
5. Garden Leave: Include when company wants right to place director on garden leave during notice period
6. Change of Control: Include provisions relating to change in company ownership
7. Director's Indemnity: Include specific indemnification provisions beyond standard D&O insurance
8. Subsidiary Directorships: Include when director will serve on boards of subsidiary companies
9. Conflict Resolution: Include specific dispute resolution procedures beyond court jurisdiction
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities of the role
2. Schedule 2 - Benefits Package: Comprehensive detail of all benefits and allowances
3. Schedule 3 - Share Option Terms: Details of any share option or equity participation schemes
4. Schedule 4 - Bonus Scheme Rules: Detailed rules and calculations for bonus arrangements
5. Schedule 5 - Company Policies: List of key company policies the director must comply with
6. Appendix A - Board Resolution: Copy of board resolution appointing the director
7. Appendix B - D&O Insurance Details: Summary of Directors and Officers liability insurance coverage
Authors
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Construction
Energy
Telecommunications
Transport and Logistics
Real Estate
Education
Media and Entertainment
Pharmaceuticals
Agriculture
Mining and Resources
Legal
Human Resources
Company Secretariat
Board of Directors
Executive Committee
Compensation Committee
Nomination Committee
Corporate Governance
Risk Management
Compliance
Executive Director
Managing Director
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Chief Marketing Officer
Regional Director
Division Director
Commercial Director
Operations Director
Finance Director
Technical Director
Sales Director
Development Director
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