The Director Settlement Agreement is a crucial document used when a director exits a company's board, whether due to retirement, resignation, or negotiated departure. This agreement, governed by Canadian federal and provincial laws, serves to document the comprehensive terms of the separation, including financial settlements, mutual releases, and ongoing obligations. It ensures compliance with corporate legislation, particularly the Canada Business Corporations Act, and addresses regulatory requirements, especially for public companies. The document typically includes provisions for confidentiality, non-disparagement, and the treatment of any equity holdings, while also addressing director and officer liability insurance continuation. It's particularly important in situations where the departing director held multiple roles (such as executive positions) or when the departure involves potential disputes or significant corporate 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 relationship with the company and reason for settlement
3. Definitions: Key terms used throughout the agreement
4. Resignation: Terms and effective date of director's resignation from board and any officer positions
5. Settlement Payment: Details of all financial compensation being provided
6. Release of Claims: Mutual releases between parties for all known and unknown claims
7. Confidentiality: Obligations regarding company confidential information and terms of settlement
8. Non-Disparagement: Mutual obligations to refrain from negative statements
9. Continuing Obligations: Ongoing duties and responsibilities post-resignation
10. Return of Property: Requirements for returning company property and documents
11. Tax Matters: Treatment of payments for tax purposes and responsibilities
12. General Provisions: Standard legal provisions including governing law, amendments, and notices
1. Employment Termination: Required if director was also an employee, addressing employment-specific termination terms
2. Share Treatment: Required if director holds company shares, addressing treatment of equity
3. Non-Competition: Optional restrictions on future competitive activities, if appropriate
4. Non-Solicitation: Optional restrictions on soliciting employees or customers
5. Benefits Continuation: Required if extending certain benefits post-termination
6. D&O Insurance: Required if addressing ongoing insurance coverage
7. Board Observer Rights: Optional if granting post-resignation observation rights
8. Cooperation: Optional terms for assistance with transition or future matters
9. Public Announcement: Required for public companies or when public announcement is planned
1. Schedule A - Settlement Payment Details: Breakdown of all financial compensation components
2. Schedule B - Outstanding Equity Holdings: List of shares, options, or other equity instruments and their treatment
3. Schedule C - Resignation Letters: Form of resignation letters for various positions
4. Schedule D - Release: Detailed form of mutual release
5. Schedule E - Company Property: List of company property to be returned
6. Schedule F - Continuing Obligations: Detailed list of ongoing obligations from previous agreements
7. Appendix 1 - Public Announcement Draft: For public companies, draft of proposed announcement
8. Appendix 2 - Benefits Summary: Details of any continuing benefits arrangements
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)