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Independent Director Agreement Template for United States

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Key Requirements PROMPT example:

Independent Director Agreement

"I need an Independent Director Agreement for our public technology company that includes specific provisions for cybersecurity oversight responsibilities and equity compensation in the form of restricted stock units, with the appointment starting March 1, 2025."

Document background
The Independent Director Agreement is a crucial document used when appointing non-employee directors to corporate boards in the United States. This agreement is particularly important for public companies subject to SEC regulations and stock exchange listing requirements, though it's also used by private companies seeking strong corporate governance. The document outlines independence criteria, fiduciary responsibilities, compensation terms, and compliance obligations while ensuring alignment with federal regulations like Sarbanes-Oxley and state corporate laws. It serves as a comprehensive framework for the relationship between the company and its independent directors.
Suggested Sections

1. Parties: Identifies the company and the independent director

2. Background: States the company's desire to appoint the director and the director's willingness to serve

3. Definitions: Key terms used throughout the agreement

4. Appointment: Terms of appointment, including position and effective date

5. Term and Termination: Duration of appointment and conditions for termination

6. Duties and Responsibilities: Director's obligations, including board meeting attendance and committee participation

7. Independence Requirements: Criteria and obligations to maintain independent status

8. Compensation: Fees, equity compensation, and expense reimbursement

9. Confidentiality: Protection of company information

10. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Stock Options: Details of any equity compensation when it is part of the compensation package

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

3. Insurance Coverage: D&O insurance details when specific insurance arrangements need to be documented

4. Non-Competition: Restrictions on competing activities when industry-specific restrictions are required

Suggested Schedules

1. Schedule A - Compensation Details: Detailed breakdown of compensation structure

2. Schedule B - Board Meeting Schedule: Expected meeting dates and commitments

3. Appendix 1 - Independence Criteria: Detailed independence requirements under applicable laws

4. Appendix 2 - Company Policies: Key corporate governance policies applicable to directors

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 specific disclosures and regulations for board members

Sarbanes-Oxley Act 2002: Establishes strict requirements for corporate governance, internal controls, and financial disclosure, including specific duties for independent directors

Dodd-Frank Act: Provides additional corporate governance requirements, including those related to executive compensation oversight and risk management

SEC Regulations: Comprehensive set of rules governing public companies, including director independence standards and disclosure requirements

State Corporation Laws: State-specific laws (e.g., Delaware General Corporation Law) governing corporate formation, operation, and director duties

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

Business Judgment Rule: Legal principle protecting directors' good faith business decisions from court interference

Stock Exchange Requirements: NYSE/NASDAQ listing requirements including specific standards for board composition and independent director qualifications

Corporate Bylaws Compliance: Company-specific governance rules that must be reflected in independent director agreements

IRS Regulations: Tax rules governing director compensation, equity grants, and benefits classification

Worker Classification Laws: Federal and state laws governing independent contractor vs. employee status and related obligations

Industry-Specific Regulations: Sector-specific requirements that may affect director qualifications and responsibilities (e.g., banking, healthcare)

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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