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Company Director Agreement Template for United States

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Key Requirements PROMPT example:

Company Director Agreement

"I need a Company Director Agreement for appointing a new non-executive director to our technology startup's board, with specific provisions for equity compensation and involvement in our AI ethics committee starting March 2025."

Document background
The Company Director Agreement is a critical document used when appointing new members to a company's board of directors in the United States. It serves to formalize the relationship between the director and the company, protecting both parties' interests while ensuring compliance with relevant state and federal regulations. This agreement becomes particularly important in today's complex corporate governance environment, where director responsibilities and liabilities have increased significantly. The document typically covers essential aspects such as fiduciary duties, compensation, confidentiality obligations, and indemnification provisions, while also addressing specific requirements that may vary by state jurisdiction and industry sector.
Suggested Sections

1. Parties: Identification of the company and the director

2. Background: Context of the appointment and company information

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal conditions

5. Duties and Responsibilities: Detailed outline of director's roles and obligations including fiduciary duties

6. Compensation: Remuneration, benefits, and expense reimbursement

7. Confidentiality: Protection of company information and trade secrets

8. Termination: Conditions and procedures for ending the agreement

Optional Sections

1. Stock Options: Details of any equity compensation and vesting schedules

2. Non-Competition: Restrictions on competing activities during and after directorship

3. Committee Appointments: Specific board committee responsibilities and commitments

4. Indemnification: Terms of company's indemnification of director for actions taken in official capacity

Suggested Schedules

1. Schedule A - Compensation Details: Detailed breakdown of all compensation elements including base fees, meeting fees, and benefits

2. Schedule B - Board Meeting Schedule: Expected meeting dates and time commitments for board and committee meetings

3. Appendix 1 - Company Policies: Relevant corporate governance policies and compliance requirements

4. Appendix 2 - D&O Insurance Details: Summary of directors' and officers' liability insurance coverage and terms

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

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Industries

Securities Exchange Act 1934: Federal law governing securities trading and establishing SEC requirements for public companies and their directors

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate governance standards, including director responsibilities and financial disclosure requirements

Dodd-Frank Act: Financial reform law affecting corporate governance, executive compensation, and disclosure requirements

Foreign Corrupt Practices Act: Federal law prohibiting bribery of foreign officials, requiring accurate books and records, and internal accounting controls

State Corporation Laws: State-specific laws governing corporate formation, operation, and director duties (e.g., Delaware General Corporation Law)

Stock Exchange Requirements: Listing requirements from exchanges like NYSE or NASDAQ affecting corporate governance and director qualifications

SEC Regulations: Federal securities regulations governing disclosure, insider trading, and corporate governance for public companies

Employment Laws: Federal and state laws governing employment relationships, including Fair Labor Standards Act and state-specific regulations

Fiduciary Duties: Legal obligations including Duty of Care, Duty of Loyalty, and Duty of Good Faith that directors must uphold

Internal Revenue Code: Federal tax laws affecting director compensation, benefits, and corporate tax implications

Industry Regulations: Sector-specific regulations that may affect director responsibilities in regulated industries like banking or healthcare

Indemnification Laws: State laws governing director indemnification rights and D&O insurance requirements

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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