The Managing Director Agreement is a crucial executive employment contract used when appointing senior leadership positions in Canadian organizations. This document is essential for establishing clear terms of employment while ensuring compliance with Canadian federal and provincial employment laws, securities regulations (where applicable), and corporate governance requirements. The agreement typically comes into play during new executive appointments, leadership transitions, or when updating terms for existing Managing Directors. It includes comprehensive provisions covering responsibilities, compensation, benefits, equity participation, termination conditions, and protective covenants. The document requires careful consideration of Canadian employment standards, tax implications, and corporate law requirements, particularly regarding director duties and liabilities under the Canada Business Corporations Act or provincial equivalents.
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1. Parties: Identification of the company and the Managing Director
2. Background: Context of the appointment and brief company description
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Position title, effective date, and term of appointment
5. Duties and Responsibilities: Detailed description of role, reporting relationships, and management obligations
6. Time Commitment: Expected working hours and dedication requirements
7. Base Salary: Annual base compensation and review provisions
8. Performance Bonus: Structure and terms of annual bonus arrangements
9. Benefits and Expenses: Health benefits, insurance, expense reimbursement policies
10. Vacation: Annual vacation entitlement and conditions
11. Confidentiality: Protection of company confidential information
12. Intellectual Property: Ownership of work product and innovations
13. Non-Competition: Post-employment competitive restrictions
14. Non-Solicitation: Restrictions on soliciting employees or customers
15. Termination: Grounds for termination and associated processes
16. Severance: Compensation and benefits upon different termination scenarios
17. Governing Law: Applicable Canadian jurisdiction
18. General Provisions: Standard boilerplate clauses including amendments, notices, and entire agreement
1. Equity Compensation: Share options or other equity-based compensation, used when the company offers equity incentives
2. International Travel: Special provisions for international travel requirements and compensation, used when role requires significant travel
3. Board Position: Terms of board membership if the Managing Director will also serve on the board
4. Change of Control: Special provisions triggered by company sale or merger, important for public companies
5. Representations and Warranties: Personal declarations regarding qualifications and ability to serve, used in regulated industries
6. Compliance with Securities Laws: Special provisions for public company compliance, used when company is publicly traded
7. Work Permits: Immigration and work permit requirements, used for non-Canadian residents
8. Secondment: Terms for temporary assignment to different locations or affiliated companies, used when applicable
1. Schedule A - Duties and Responsibilities: Detailed list of specific duties and performance expectations
2. Schedule B - Compensation Structure: Detailed breakdown of all compensation elements including bonus calculations
3. Schedule C - Benefits Package: Comprehensive description of all benefits and allowances
4. Schedule D - Equity Plan Terms: Details of any share option or equity compensation plan
5. Schedule E - Approved Outside Activities: List of pre-approved board positions or other external commitments
6. Appendix 1 - Confidentiality Agreement: Detailed confidentiality terms and requirements
7. Appendix 2 - Company Policies: Key company policies applicable to the Managing Director
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