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Director Exit Agreement Template for India

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Key Requirements PROMPT example:

Director Exit Agreement

"I need a Director Exit Agreement for our company's Managing Director who is leaving amicably to pursue other opportunities effective March 1, 2025, including provisions for their significant shareholding and ongoing advisory role for 6 months."

Document background
A Director Exit Agreement is a crucial document used when a director leaves their position on a company's board in India. It serves as a comprehensive framework for managing the departure process, ensuring compliance with the Companies Act, 2013, SEBI regulations (for listed companies), and other relevant Indian corporate laws. The agreement typically covers essential elements such as the effective date of resignation, financial settlements, confidentiality obligations, non-compete provisions, and the return of company property. It's particularly important for protecting both parties' interests, maintaining corporate governance standards, and ensuring a smooth leadership transition. This document becomes necessary whether the exit is due to retirement, resignation, or mutual agreement, and helps prevent future disputes by clearly documenting all terms of the separation.
Suggested Sections

1. Parties: Identification of the company and the departing director as parties to the agreement

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

3. Definitions: Key terms used throughout the agreement

4. Effective Date and Resignation: Specification of when the director's resignation takes effect and formal acceptance

5. Settlement of Dues: Details of final compensation, including salary, benefits, and other entitlements

6. Company Property: Requirements for return of company property, documents, and access credentials

7. Confidentiality Obligations: Ongoing obligations to maintain confidentiality of company information

8. Non-Compete and Non-Solicitation: Restrictions on future activities that might compete with the company

9. Mutual Release: Release of claims between parties, subject to agreement terms

10. Director's Continuing Obligations: Ongoing statutory obligations and cooperation requirements

11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

12. General Provisions: Standard clauses including notices, entire agreement, and amendments

Optional Sections

1. Share Retention/Disposal: Terms regarding handling of any shares held by the director - needed if director holds equity

2. Post-Exit Consultancy: Terms for any ongoing advisory role - included if director will continue in advisory capacity

3. Legal Proceedings: Provisions regarding ongoing legal matters - needed if director involved in any litigation

4. Stock Options Treatment: Handling of unvested stock options - required if director has stock options

5. Board Position in Subsidiaries: Resignation from subsidiary boards - needed if director holds multiple board positions

6. Public Announcements: Terms for public communications - especially important for listed companies

7. Intellectual Property Rights: Specific IP-related provisions - needed if director was involved in IP creation

Suggested Schedules

1. Schedule 1: Settlement Calculation: Detailed breakdown of all financial settlements and payments

2. Schedule 2: Company Property List: Comprehensive list of company properties to be returned

3. Schedule 3: Continuing Obligations: Detailed list of specific ongoing obligations and compliance requirements

4. Schedule 4: Share Holdings: Details of shares and securities held by the director

5. Appendix A: Resignation Letter: Format of the formal resignation letter

6. Appendix B: Public Announcement Draft: Template for public announcement if required

7. Appendix C: Handover Checklist: Detailed checklist for transition of responsibilities

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Retail

Telecommunications

Real Estate

Energy

Infrastructure

Professional Services

Media and Entertainment

Education

Pharmaceuticals

Automotive

Consumer Goods

Relevant Teams

Legal

Human Resources

Board Secretariat

Corporate Governance

Compliance

Executive Leadership

Risk Management

Corporate Affairs

Internal Audit

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Non-Executive Director

Independent Director

Company Secretary

Chief Legal Officer

General Counsel

Head of Human Resources

Chief Financial Officer

Board Chairman

Compliance Officer

Corporate Governance Officer

Chief Risk Officer

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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