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1. Parties: Identifies the company and the 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 director's role and duration of appointment
5. Duties and Responsibilities: Outlines the director's key duties, obligations, and authority
6. Compensation: Base salary, bonuses, and other financial benefits
7. Termination: Conditions and procedures for ending the employment relationship
8. Confidentiality: Protection of company information and trade secrets
1. Equity Compensation: Stock options and share-based compensation provisions, applicable when offering equity-based compensation
2. Change in Control: Provisions governing situations involving company ownership changes, particularly relevant for public companies or those planning IPO/sale
3. Non-Compete: Restrictions on post-employment competition, to be included where permitted by state law and necessary for business protection
4. Relocation: Terms related to geographical movement and relocation requirements, included when position requires relocation
1. Schedule A - Compensation Details: Detailed breakdown of all compensation elements including base salary, bonuses, and other financial benefits
2. Schedule B - Benefits Package: Comprehensive list of benefits and perquisites provided to the director
3. Schedule C - Stock Option Plan: Details of any equity compensation arrangements and stock option terms
4. Appendix A - Position Description: Detailed outline of role, responsibilities, and expectations of the director position
5. Appendix B - Corporate Policies: Key company policies applicable to the director's role and responsibilities
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