The Director Exit Agreement is a crucial document used when a member of the board of directors leaves their position, whether through retirement, resignation, or mutual agreement. This agreement, structured under Canadian federal and provincial laws, serves multiple purposes: it formally documents the termination of the director's board duties, establishes clear terms for final compensation and benefits, addresses the handling of confidential information and company property, and sets out any post-departure obligations or restrictions. The agreement typically includes provisions compliant with the Canada Business Corporations Act and relevant securities regulations, making it essential for public and private companies across various sectors. It helps minimize potential disputes by clearly defining the rights and obligations of both parties while ensuring proper corporate governance during leadership transitions.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the company and the departing director
2. Background: Context of the director's appointment, current situation, and reason for exit
3. Definitions: Key terms used throughout the agreement
4. Effective Date and Resignation: Specific date and terms of the director's resignation
5. Final Compensation: Details of final payments, including any outstanding fees or compensation
6. Treatment of Securities: Handling of shares, options, or other securities held by the director
7. Confidentiality Obligations: Ongoing duties regarding confidential information
8. Non-Competition and Non-Solicitation: Restrictions on future activities that might compete with the company
9. Return of Company Property: Requirements for returning company assets and documents
10. Mutual Release: Release of claims between parties
11. Cooperation in Transition: Director's obligations to assist in transition of duties
12. Surviving Obligations: Obligations that continue after the agreement ends
13. General Provisions: Standard legal provisions including governing law, notices, and entire agreement
1. Consulting Arrangement: Terms of any ongoing advisory or consulting relationship
2. Board Observer Rights: Any continuing rights to observe board meetings or receive information
3. Insurance and Indemnification: Specific arrangements for ongoing D&O insurance coverage and indemnification
4. Tax Matters: Special tax considerations or arrangements
5. Public Announcements: Terms for managing public communications about the departure
6. Acceleration of Equity: Special provisions for accelerating vesting of equity compensation
7. Continuing Board Representation: Terms for maintaining board representation through a designee
8. International Considerations: Special provisions for directors with international responsibilities
1. Schedule A - Outstanding Compensation: Detailed list of all outstanding compensation amounts
2. Schedule B - Securities Holdings: Complete inventory of shares, options, and other securities
3. Schedule C - Company Property: List of company property to be returned
4. Schedule D - Continuing Obligations: Detailed list of ongoing obligations from previous agreements
5. Schedule E - Release Terms: Detailed terms of mutual release
6. Appendix 1 - Resignation Letter: Form of director's formal resignation letter
7. Appendix 2 - Public Announcement: Draft of public announcement if required
8. Appendix 3 - Regulatory Filings: Ƶ for required regulatory filings
Find the exact document you need
Medical Director Contract
A Canadian-law governed agreement establishing employment terms and conditions for a Medical Director position in a healthcare organization, including administrative and clinical responsibilities.
Download
Nominee Director Contract
A Canadian-law governed agreement establishing the appointment and terms of service for a nominee director, including their duties, rights, and obligations.
Download
Director Exit Agreement
A Canadian-law governed agreement that formalizes a director's departure from a company's board, including separation terms and ongoing obligations.
Download
Director And Officer Indemnification Agreement
A Canadian-law governed agreement establishing the terms for indemnifying corporate directors and officers against liabilities incurred in their official capacities.
Download
Managing Director Agreement
A Canadian law-governed employment agreement establishing terms and conditions for a Managing Director position, including duties, compensation, and protective covenants.
Download
Executive Director Independent Contractor Agreement
A Canadian-law governed agreement establishing an independent contractor relationship for executive director services, including governance, compensation, and compliance terms.
Download
Director Settlement Agreement
A Canadian law-governed agreement documenting terms and conditions of a director's departure from a company's board, including settlement terms and mutual obligations.
Download
Director Appointment Agreement
A Canadian law-governed agreement establishing the terms and conditions for appointing an individual to serve as a company director.
Download
Casting Director Agreement
A Canadian-law governed agreement between a production company and casting director establishing terms for casting services, compensation, and mutual obligations.
Download
Nominee Director Indemnity Agreement
A Canadian law agreement providing indemnification protection for nominee directors serving on corporate boards, aligned with federal and provincial corporate legislation.
Download
Director Profit Sharing Agreement
A Canadian-law governed agreement establishing terms for director participation in company profit sharing, including calculation methods and payment conditions.
Download
Director Confidentiality Agreement
A Canadian-law governed agreement establishing confidentiality obligations for corporate directors, defining protected information and enforcement mechanisms.
Download
Director Shareholder Agreement
A Canadian legal agreement establishing rights and obligations between director-shareholders of a corporation, governed by federal and provincial corporate laws.
Download
Director Fee Agreement
A Canadian-law governed agreement establishing the compensation terms between a company and its board director, including fee structure and payment terms.
Download
Independent Director Agreement
A Canadian-law governed agreement establishing the appointment and terms of service for an independent director, including duties, compensation, and independence requirements.
Download
Directors Loan Agreement
A Canadian law-governed agreement establishing terms for a loan between a corporation and its director(s), including loan amount, interest, repayment terms, and compliance requirements.
Download
Company Director Agreement
A Canadian-law governed agreement establishing the terms and conditions of a director's appointment to a company's board, including their rights, duties, and obligations.
Download
Non Executive Director Agreement
A Canadian law-governed agreement establishing the appointment terms and conditions for a Non-Executive Director, including duties, responsibilities, and compliance requirements.
Download
Executive Director Employment Contract
A Canadian-law governed employment agreement establishing terms and conditions for an Executive Director's employment, including duties, compensation, and key protections.
Download
Directors Service Agreement
A Canadian law-governed agreement establishing the terms of service, duties, and compensation for a company director.
Download
Director Employment Contract
A Canadian-law governed employment agreement establishing terms and conditions for a corporate director's engagement, including duties, compensation, and obligations.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)