The Director Employment Contract is a crucial document used when appointing new directors to a company's board or executive team in Canada. It serves as the primary agreement governing the relationship between the corporation and its director, establishing clear parameters for the engagement while ensuring compliance with Canadian corporate and employment law requirements. This contract type is essential for both public and private companies, incorporating necessary provisions for corporate governance, fiduciary duties, compensation structures, and risk management. The document must align with federal legislation such as the Canada Business Corporations Act and provincial securities laws, while also addressing specific industry requirements and company needs. It provides protection for both the company and the director by clearly defining roles, responsibilities, compensation, and termination provisions.
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1. Parties: Identification of the company and the director entering into the agreement
2. Background: Context of the appointment and brief description of the company's business
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the director position, effective date, and duration of appointment
5. Duties and Responsibilities: Comprehensive outline of director's duties, including board responsibilities and executive functions
6. Time Commitment: Expected time dedication to the role and ability to take on other commitments
7. Compensation: Base salary, bonuses, and other financial benefits
8. Benefits and Expenses: Health benefits, insurance, expense reimbursement policies
9. Vacation and Leave: Annual vacation entitlement and other leave provisions
10. Confidentiality: Protection of company confidential information and trade secrets
11. Intellectual Property: Ownership and rights to intellectual property created during directorship
12. Non-Competition: Restrictions on competing activities during and after employment
13. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers
14. Termination: Grounds for termination and procedures for both parties
15. Severance: Compensation and benefits upon different types of termination
16. Company Policies: Compliance with corporate governance and company policies
17. Indemnification: Company's obligation to indemnify director for actions taken in good faith
18. Notices: Method and addresses for formal communications
19. General Provisions: Standard boilerplate clauses including governing law, amendments, etc.
1. Share-Based Compensation: Details of stock options, restricted shares, or other equity-based compensation, used when equity compensation is part of the package
2. International Travel: Specific provisions for international travel and assignments, included when role requires significant international work
3. Change of Control: Special provisions triggered by company ownership changes, relevant for public companies or those likely to be acquired
4. Board Committee Participation: Specific duties and compensation related to committee memberships, used when director will serve on specific committees
5. Subsidiary Directorships: Terms for serving on boards of subsidiary companies, included when director will have multiple board roles
6. Residence Requirements: Specific location requirements for tax or regulatory purposes, needed when director must maintain specific residency
7. Special Projects: Terms for additional responsibilities beyond standard directorship, used for specific strategic initiatives
1. Schedule A - Compensation Details: Detailed breakdown of all compensation elements including salary, bonuses, and benefits
2. Schedule B - Position Description: Detailed outline of roles, responsibilities, and performance expectations
3. Schedule C - Share Option Plan: Terms and conditions of any share option or equity compensation plans
4. Schedule D - Company Policies: Key corporate policies requiring specific acknowledgment
5. Schedule E - Indemnification Agreement: Detailed terms of director indemnification and D&O insurance
6. Appendix 1 - Conflict of Interest Disclosure: Director's declaration of any existing conflicts of interest
7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements
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