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Director Settlement Agreement for the United States

Director Settlement Agreement Template for United States

A Director Settlement Agreement is a legally binding document used in the United States to formalize the terms and conditions of a director's departure from a company's board or executive position. This agreement outlines the mutual obligations, including financial compensation, confidentiality requirements, and release of claims between the parties. It ensures compliance with federal and state corporate laws, securities regulations, and employment legislation while protecting both the company's and director's interests.

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Director Settlement Agreement

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What is a Director Settlement Agreement?

The Director Settlement Agreement is utilized when a board member or executive director leaves their position, whether through resignation, retirement, or mutual agreement. This comprehensive document addresses critical aspects such as severance payments, equity compensation, ongoing obligations, and release of claims. Under U.S. jurisdiction, it must comply with various federal regulations including the Securities Exchange Act, Sarbanes-Oxley Act, and state-specific corporate laws. The agreement serves to protect both parties' interests while ensuring a smooth transition and maintaining confidentiality.

What sections should be included in a Director Settlement Agreement?

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

2. Background/Recitals: Context of the director's departure and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Effective Date and Resignation: Specifies when the agreement takes effect and formal acknowledgment of resignation

5. Settlement Payments: Details of all financial compensation and payment terms

6. Release of Claims: Mutual release of all claims between parties

7. Confidentiality Obligations: Ongoing duties regarding confidential information

8. Return of Company Property: Requirements for returning company assets and documents

9. Governing Law: Jurisdiction and applicable law

What sections are optional to include in a Director Settlement Agreement?

1. Non-Compete Provisions: Restrictions on future employment or business activities in cases where protecting company interests from competition is crucial

2. Equity Compensation: Treatment of stock options and other equity-based compensation when director holds company equity or stock options

3. Ongoing Cooperation: Terms for assistance in transition or future matters when company needs director's future cooperation in specific matters

4. Tax Indemnification: Allocation of tax responsibilities when complex tax implications exist

5. Benefits Continuation: Terms for continuing health or other benefits when extending certain benefits post-termination

What schedules should be included in a Director Settlement Agreement?

1. Schedule of Payments: Detailed breakdown of all settlement payments and timing

2. Schedule of Equity Holdings: List of all shares, options, and other equity instruments

3. Company Property Checklist: Inventory of items to be returned

4. Resignation Letter: Formal letter of resignation from all positions

5. Release Form: Detailed release of claims document

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
Clauses



































Industries

Securities Exchange Act 1934: Federal law governing securities trading and requiring specific disclosures for publicly traded companies, especially relevant for director departures

Sarbanes-Oxley Act 2002: Corporate governance requirements including director responsibilities, financial disclosures, and internal controls

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

Internal Revenue Code: Federal tax regulations affecting severance payments, benefits, and other compensation structures

Section 409A: Specific IRS regulations governing deferred compensation arrangements and timing of payments

ADEA: Age Discrimination in Employment Act protecting individuals 40 and older from employment discrimination

Title VII: Civil Rights Act provisions prohibiting discrimination in employment decisions

ADA: Americans with Disabilities Act ensuring protection against disability discrimination

FLSA: Fair Labor Standards Act establishing wage, hour, and compensation standards

OWBPA: Older Workers Benefit Protection Act requiring specific provisions in release agreements for older workers

State Corporate Laws: Specific state regulations governing corporate operations and director duties

State Employment Laws: State-specific requirements for employment termination and settlement agreements

Corporate Bylaws: Internal company rules governing director removal, compensation, and settlement procedures

SEC Requirements: Filing and disclosure requirements for public companies, including Form 8-K obligations

Stock Exchange Rules: Listing requirements and governance standards from relevant stock exchanges

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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