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Director Exit Agreement

Director Exit Agreement Template for Ireland

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Key Requirements PROMPT example:

Director Exit Agreement

"I need a Director Exit Agreement for our Finance Director who will be leaving amicably on March 1, 2025, and will provide 3 months of consultancy services afterward; agreement needs to include treatment of their significant share options and continuing D&O insurance coverage."

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Document background
The Director Exit Agreement is a crucial document used when a director leaves their position with an Irish company, whether through resignation, mutual agreement, or retirement. It serves to formalize the departure arrangements and protect both parties' interests under Irish law. This agreement typically includes provisions for financial settlements, ongoing obligations, confidentiality requirements, and restrictive covenants, while ensuring compliance with the Companies Act 2014 and other relevant Irish legislation. It's particularly important for managing potential risks, ensuring smooth leadership transitions, and maintaining corporate governance standards. The document becomes especially critical when the departing director holds significant company shares, has access to sensitive information, or maintains key client relationships.
Suggested Sections

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

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Termination Date: Specification of the effective date of resignation from directorship and any employment position

5. Resignation: Terms of resignation from directorship and any other group company positions

6. Payment Provisions: Details of final salary, benefits, bonuses, and any termination payments

7. Company Property: Requirements for return of company property, documents, and data

8. Confidentiality: Ongoing obligations regarding confidential information

9. Restrictive Covenants: Non-compete, non-solicitation, and other restrictive provisions

10. Tax Indemnity: Responsibility for tax liabilities arising from payments

11. Directors' Duties: Confirmation of compliance with directors' duties and continuing obligations

12. Announcements: Agreed form of internal and external communications regarding the departure

13. Release of Claims: Mutual waiver of claims, subject to specified exceptions

14. Entire Agreement: Standard entire agreement clause and relationship to other agreements

15. General Provisions: Standard boilerplate clauses including governing law, variation, and notices

Optional Sections

1. Share Treatment: Used when the director holds shares or share options, detailing their treatment upon exit

2. Consultancy Arrangements: Included when the director will provide transitional consultancy services

3. Garden Leave: Required when the director will be placed on garden leave during notice period

4. Legal Costs: Included when the company agrees to contribute to the director's legal costs

5. Insurance: Details of continuing D&O insurance coverage, if applicable

6. Reference: Terms of any agreed reference to be provided

7. Intellectual Property: Required when specific IP assignments or clarifications are needed

8. Ongoing Assistance: Used when director's assistance may be needed for specific matters post-departure

Suggested Schedules

1. Schedule 1 - Payment Calculations: Detailed breakdown of all payments including salary, benefits, and termination payments

2. Schedule 2 - Company Positions: List of all directorships and offices to be resigned

3. Schedule 3 - Company Property: Itemized list of company property to be returned

4. Schedule 4 - Announcement Text: Agreed form of internal and external announcements

5. Schedule 5 - Share Details: Details of shares, options, and other equity arrangements

6. Appendix A - Resignation Letters: Form of resignation letters for various positions

7. Appendix B - Reference Text: Agreed form of reference if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





































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Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Healthcare

Retail

Energy

Telecommunications

Real Estate

Construction

Media and Entertainment

Education

Transport and Logistics

Relevant Teams

Legal

Human Resources

Company Secretariat

Board of Directors

Executive Committee

Compliance

Finance

Corporate Governance

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Non-Executive Director

Finance Director

Commercial Director

Operations Director

Technical Director

Sales Director

Marketing Director

HR Director

Legal Director

Company Secretary

Board Member

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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