The Chief Executive Officer Employment Agreement is a crucial legal document used when appointing a new CEO or formalizing the employment terms of an existing CEO under Irish law. It serves as the primary contract governing the relationship between the company and its highest-ranking executive officer, incorporating comprehensive terms regarding executive duties, compensation, benefits, and protective covenants. This agreement is essential for both listed and private companies in Ireland, requiring careful consideration of the Companies Act 2014, employment legislation, and corporate governance requirements. The document typically includes detailed provisions for remuneration packages, performance metrics, equity participation, termination conditions, and post-employment restrictions, while ensuring compliance with Irish statutory requirements and market practices for executive employment.
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1. Parties: Identification of the company and the CEO, including registered addresses
2. Background: Context of the appointment and any relevant corporate history
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Position title, effective date, and term of employment (fixed or indefinite)
5. Duties and Responsibilities: Detailed outline of CEO's roles, reporting relationships, and key responsibilities
6. Time Commitment and Exclusivity: Working hours, dedication requirements, and restrictions on other business activities
7. Place of Work: Primary work location and travel requirements
8. Remuneration: Base salary, review mechanisms, and payment terms
9. Bonus and Incentives: Annual bonus, long-term incentives, and performance metrics
10. Benefits and Expenses: Health insurance, pension, car allowance, expense reimbursement policy
11. Holiday and Leave Entitlement: Annual leave, public holidays, and other leave rights
12. Illness and Incapacity: Sick leave terms and medical examination requirements
13. Confidentiality: Protection of company confidential information and trade secrets
14. Intellectual Property: Ownership and protection of IP created during employment
15. Data Protection: Processing of personal data and GDPR compliance
16. Termination: Grounds for termination, notice periods, and payment in lieu of notice
17. Post-Termination Restrictions: Non-compete and non-solicitation clauses
18. Company Policies: Compliance with company policies and procedures
19. Governing Law and Jurisdiction: Irish law governance and jurisdiction for disputes
1. Share Options: Details of share option schemes or equity participation, used when equity compensation is part of the package
2. Change of Control: Special provisions triggered by company sale or merger, relevant for listed companies or those planning exit
3. International Travel: Specific provisions for international work requirements, used when role involves significant global duties
4. Garden Leave: Provisions for placing CEO on garden leave during notice period, important for sensitive transitions
5. Clawback Provisions: Terms for recovering bonus payments in case of misconduct or misstatement, common in regulated industries
6. Director's & Officer's Insurance: Specific insurance coverage terms, essential when CEO also serves on board
7. Relocation Package: Terms of relocation assistance, used when CEO needs to relocate for the position
8. Corporate Governance: Additional governance requirements, particularly important for regulated entities
9. Signing Bonus: One-time payment terms for joining, used in competitive hiring situations
1. Schedule 1 - Duties and Responsibilities: Detailed list of CEO's specific duties and performance expectations
2. Schedule 2 - Remuneration Package: Complete breakdown of compensation elements including benchmarks and review criteria
3. Schedule 3 - Benefits Package: Detailed description of all benefits and allowances
4. Schedule 4 - Share Option Scheme Rules: Terms and conditions of any share option or equity participation schemes
5. Schedule 5 - Restricted Activities: Detailed list of restricted business activities and territories for non-compete provisions
6. Appendix A - Performance Metrics: Specific KPIs and performance evaluation criteria
7. Appendix B - Approved Directorships: List of pre-approved external board positions or activities
8. Appendix C - Company Policies: Key company policies specifically applicable to the CEO role
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