The Director Exit Agreement is a crucial document used when a director leaves their position with an Irish company, whether through resignation, mutual agreement, or retirement. It serves to formalize the departure arrangements and protect both parties' interests under Irish law. This agreement typically includes provisions for financial settlements, ongoing obligations, confidentiality requirements, and restrictive covenants, while ensuring compliance with the Companies Act 2014 and other relevant Irish legislation. It's particularly important for managing potential risks, ensuring smooth leadership transitions, and maintaining corporate governance standards. The document becomes especially critical when the departing director holds significant company shares, has access to sensitive information, or maintains key client relationships.
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1. Parties: Identification of the company and the departing director
2. Background: Context of the director's appointment, current roles, and reason for exit
3. Definitions: Definitions of key terms used throughout the agreement
4. Termination Date: Specification of the effective date of resignation from directorship and any employment position
5. Resignation: Terms of resignation from directorship and any other group company positions
6. Payment Provisions: Details of final salary, benefits, bonuses, and any termination payments
7. Company Property: Requirements for return of company property, documents, and data
8. Confidentiality: Ongoing obligations regarding confidential information
9. Restrictive Covenants: Non-compete, non-solicitation, and other restrictive provisions
10. Tax Indemnity: Responsibility for tax liabilities arising from payments
11. Directors' Duties: Confirmation of compliance with directors' duties and continuing obligations
12. Announcements: Agreed form of internal and external communications regarding the departure
13. Release of Claims: Mutual waiver of claims, subject to specified exceptions
14. Entire Agreement: Standard entire agreement clause and relationship to other agreements
15. General Provisions: Standard boilerplate clauses including governing law, variation, and notices
1. Share Treatment: Used when the director holds shares or share options, detailing their treatment upon exit
2. Consultancy Arrangements: Included when the director will provide transitional consultancy services
3. Garden Leave: Required when the director will be placed on garden leave during notice period
4. Legal Costs: Included when the company agrees to contribute to the director's legal costs
5. Insurance: Details of continuing D&O insurance coverage, if applicable
6. Reference: Terms of any agreed reference to be provided
7. Intellectual Property: Required when specific IP assignments or clarifications are needed
8. Ongoing Assistance: Used when director's assistance may be needed for specific matters post-departure
1. Schedule 1 - Payment Calculations: Detailed breakdown of all payments including salary, benefits, and termination payments
2. Schedule 2 - Company Positions: List of all directorships and offices to be resigned
3. Schedule 3 - Company Property: Itemized list of company property to be returned
4. Schedule 4 - Announcement Text: Agreed form of internal and external announcements
5. Schedule 5 - Share Details: Details of shares, options, and other equity arrangements
6. Appendix A - Resignation Letters: Form of resignation letters for various positions
7. Appendix B - Reference Text: Agreed form of reference if applicable
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