A Director Settlement Agreement is a crucial document used when a director exits a company's board, whether through retirement, resignation, or mutual agreement. This document, governed by Australian law and complying with the Corporations Act 2001 (Cth), serves to formalize the departure arrangements and protect both parties' interests. It typically becomes necessary when there's a need to clearly document the terms of separation, including financial settlements, ongoing obligations, and mutual releases. The agreement helps manage potential risks, ensures proper handling of confidential information, addresses any shareholdings or outstanding entitlements, and provides clarity on post-departure obligations. It's particularly important for listed companies requiring compliance with ASX disclosure obligations and corporate governance requirements.
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1. Parties: Identification of the company and the departing director
2. Background: Context of the director's appointment, current situation, and reason for agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Effective Date and Resignation: Specified date of director's resignation and effectiveness of the agreement
5. Settlement Payments: Details of all payments to be made to the director, including statutory entitlements and additional benefits
6. Tax and Superannuation: Treatment of tax obligations and superannuation contributions
7. Company Property: Requirements for return of company property and intellectual property rights
8. Confidentiality: Ongoing obligations regarding confidential information and trade secrets
9. Mutual Releases: Mutual release of claims between parties, subject to specified exceptions
10. Continuing Obligations: Ongoing duties including confidentiality, non-disparagement, and cooperation
11. Announcements: Agreed form of internal and external communications regarding the departure
12. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Share Holdings: Required if director holds shares or options - addresses treatment of equity interests
2. Restraint of Trade: Non-compete and non-solicitation provisions if appropriate for the circumstance
3. Ongoing Litigation Support: Include if company requires director's assistance with ongoing or potential legal matters
4. Board Observer Rights: If director is to retain any form of board access or observer status
5. Transitional Services: If director will provide handover or consulting services post-resignation
6. Insurance and Indemnification: Specific provisions regarding ongoing D&O insurance coverage
7. Related Party Arrangements: Required if there are any related party contracts or arrangements to be addressed
1. Payment Schedule: Detailed breakdown of all payments, timing, and payment methods
2. Company Property Register: List of all company property to be returned
3. Deed of Release: Formal deed of release between parties
4. Resignation Letter: Form of director's resignation letter
5. Public Announcement: Agreed form of any public or ASX announcements
6. Outstanding Options/Rights: Schedule of any outstanding share options or rights and their treatment
7. Continuing Directorships: List of any group companies from which director must resign
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