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Executive Director Agreement Template for United States

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Key Requirements PROMPT example:

Executive Director Agreement

"I need an Executive Director Agreement for a Series B tech startup, with strong IP protection clauses and equity compensation structure including both stock options and RSUs, to be effective from March 1, 2025."

Document background
The Executive Director Agreement serves as the primary contractual framework for appointing and managing executive-level leadership within U.S. organizations. This document is essential when hiring or promoting individuals to executive director positions, particularly in regulated industries or public companies. It addresses crucial aspects including fiduciary duties, compensation structures, performance expectations, and protection of company interests. The agreement must comply with both federal regulations and state-specific requirements, particularly regarding employment law, corporate governance, and securities regulations where applicable.
Suggested Sections

1. Parties: Identifies the company and the executive director entering into the agreement

2. Background: States the context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the position, effective date, and duration

5. Duties and Responsibilities: Scope of executive director's role and obligations

6. Compensation and Benefits: Salary, bonuses, equity, and other benefits

7. Termination: Circumstances and procedures for ending the agreement

8. Confidentiality: Protection of company's confidential information

Optional Sections

1. Non-Competition: Restrictions on competing activities (include when protecting company's market position is crucial)

2. Intellectual Property: Ownership of created works and innovations (include when role involves creation of IP)

3. Change of Control: Provisions relating to company ownership changes (include for public companies or those planning exit events)

4. International Travel: Terms for overseas work (include when role involves international responsibilities)

Suggested Schedules

1. Schedule A - Compensation Details: Detailed breakdown of salary, bonuses, and benefits

2. Schedule B - Job Description: Detailed outline of roles and responsibilities

3. Schedule C - Company Policies: Key corporate policies applicable to the role

4. Schedule D - Stock Option Plan: Details of any equity compensation (if equity is part of compensation)

5. Schedule E - Performance Metrics: KPIs and performance evaluation criteria

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

Clauses































Industries

Federal Labor Laws: Key federal regulations including Fair Labor Standards Act (FLSA), Internal Revenue Code, Securities Exchange Act (for public companies), Sarbanes-Oxley Act, Employee Retirement Income Security Act (ERISA), Americans with Disabilities Act (ADA), and Age Discrimination in Employment Act (ADEA)

Employment and Benefits Legislation: Title VII of the Civil Rights Act, Family and Medical Leave Act (FMLA), Equal Pay Act, and relevant state-specific employment and wage laws

Corporate Governance Requirements: State corporation laws, corporate bylaws requirements, state-specific director fiduciary duties, and business judgment rule principles

Executive Compensation Regulations: IRS regulations on executive compensation, SEC requirements for public companies, IRC Section 409A for deferred compensation, and golden parachute regulations

Confidentiality and IP Protection: Trade Secrets Act, Intellectual Property laws, and state-specific non-compete regulations

State-Specific Laws: Relevant state labor laws, corporate laws, and court precedents specifically relating to executive agreements in the applicable state

Industry-Specific Regulations: Regulatory compliance requirements specific to the company's industry sector (e.g., banking, healthcare, etc.)

Corporate Governance Standards: Corporate governance best practices, industry standards, company bylaws and policies, and stock exchange requirements if applicable

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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