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Directors Agreement Template for United States

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Key Requirements PROMPT example:

Directors Agreement

"I need a Directors Agreement for appointing a new independent director to our tech startup's board, including stock options and special provisions for serving on our audit committee, with the appointment starting March 1, 2025."

Document background
The Directors Agreement serves as the foundational document governing the relationship between a company and its board members in the United States. This contract type is essential for both public and private companies to clearly define the scope of director responsibilities, establish compensation terms, and ensure compliance with regulatory requirements. A Directors Agreement becomes necessary when appointing new board members or formalizing existing arrangements, particularly in light of increased corporate governance requirements under Sarbanes-Oxley and other federal regulations. It provides protection for both the company and the director by clearly outlining expectations, obligations, and rights.
Suggested Sections

1. Parties: Identification of the company and the director

2. Background: Context of the appointment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment, duration, and renewal provisions

5. Duties and Responsibilities: Core responsibilities, time commitment, and governance obligations

6. Compensation: Director fees, meeting fees, and other remuneration

7. Confidentiality: Obligations regarding confidential information

8. Termination: Circumstances and procedures for ending the directorship

9. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Committee Appointments: Specific board committee roles and responsibilities when director will serve on specific committees

2. Stock Options: Terms of equity compensation when director receives equity-based compensation

3. Insurance and Indemnification: D&O insurance and indemnification provisions when company provides specific insurance coverage

4. Non-Competition: Restrictions on competing activities when company requires competitive restrictions

5. Outside Activities: Provisions regarding other directorships/activities when company wants to restrict outside activities

Suggested Schedules

1. Schedule of Duties: Detailed list of director responsibilities and expectations

2. Compensation Schedule: Detailed breakdown of compensation elements including fees and benefits

3. Board Committee Charter: Terms of reference for specific committee appointments

4. Code of Conduct: Company's code of conduct and ethics policies

5. Stock Option Plan: Details of equity compensation plan if applicable

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

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Industries

Securities Exchange Act 1934: Federal law governing securities trading and establishing SEC oversight, requiring disclosure of material information and regulating board responsibilities

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate governance standards, including director responsibilities, internal controls, and financial disclosure requirements

Dodd-Frank Act: Comprehensive financial reform law affecting corporate governance, executive compensation, and board oversight responsibilities

Foreign Corrupt Practices Act: Anti-corruption legislation requiring directors to ensure compliance with anti-bribery provisions and accounting transparency

Delaware General Corporation Law: Primary state corporate law framework (if Delaware incorporated) governing director duties, rights, and corporate governance structure

Stock Exchange Rules: NYSE and NASDAQ listing requirements affecting board composition, committee structures, and corporate governance practices

SEC Regulations: Federal regulations governing board independence, committee requirements, and disclosure obligations for public companies

Internal Revenue Code: Federal tax laws affecting director compensation, benefits, and tax reporting requirements

State Employment Laws: State-specific regulations governing worker classification, compensation, and employment relationships

Trade Secrets and IP Laws: Federal and state laws protecting company intellectual property and confidential information, affecting director confidentiality obligations

Industry-Specific Regulations: Sector-specific requirements (banking, healthcare, etc.) imposing additional compliance obligations on directors in regulated industries

Fiduciary Duty Laws: State laws defining directors' duties of care, loyalty, and good faith to the corporation and its shareholders

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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