The Director Employment Contract is a crucial document used when appointing executive directors to a company's board in India. It serves as the foundational agreement governing the employment relationship between the company and its directors, ensuring compliance with the Companies Act 2013, SEBI regulations (for listed companies), and other applicable Indian laws. This contract is essential when formalizing director appointments, whether for newly appointed directors or updating terms for existing ones. It covers comprehensive terms including appointment duration, duties, remuneration, benefits, performance expectations, and termination provisions. The document must be approved by the board of directors and, in certain cases, by shareholders, particularly regarding remuneration aspects as per Section 196-198 of the Companies Act 2013.
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1. Parties: Identification of the company and the director, including their registered addresses
2. Background: Brief context about the appointment and any relevant corporate approvals
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Term: Details of the directorship position, effective date, and duration of appointment
5. Duties and Responsibilities: Comprehensive outline of the director's roles, responsibilities, and obligations under Companies Act and company requirements
6. Time Commitment: Expected working hours, availability, and provisions for other commitments
7. Remuneration and Benefits: Base salary, bonuses, commission, and other benefits including equity compensation if applicable
8. Place of Work: Primary work location and travel requirements
9. Confidentiality: Obligations regarding confidential information during and after employment
10. Intellectual Property: Assignment of IP rights created during employment
11. Leave Entitlement: Annual leave, sick leave, and other leave entitlements
12. Termination: Grounds for termination, notice periods, and consequences of termination
13. Post-Termination Obligations: Continuing obligations after employment ends
14. Governing Law and Jurisdiction: Specification of Indian law and relevant jurisdiction
15. Entire Agreement: Integration clause confirming the contract represents the complete agreement
16. Execution: Signature blocks and execution formalities
1. External Directorships: Used when the director is permitted to hold other directorships, specifying conditions and approval requirements
2. Performance Metrics: Include when specific KPIs or performance criteria are tied to compensation
3. Share Options: Required when the compensation package includes equity or share options
4. International Travel: Include for roles requiring significant international travel, detailing allowances and conditions
5. Garden Leave: Include when the company wants the right to place the director on paid leave during notice period
6. Change of Control: Include provisions dealing with director's rights in case of company ownership change
7. Relocation Terms: Required when the role involves relocation, detailing relocation assistance and terms
8. Medical Benefits: Detailed medical and insurance coverage terms, if provided beyond standard benefits
1. Schedule 1: Remuneration Details: Detailed breakdown of salary components, bonus structures, and benefits
2. Schedule 2: Job Description: Detailed description of roles, responsibilities, and reporting relationships
3. Schedule 3: Company Policies: List of applicable company policies the director must comply with
4. Schedule 4: Performance Criteria: Detailed performance metrics and evaluation criteria if applicable
5. Schedule 5: Share Option Terms: Details of any share option or equity compensation scheme
6. Appendix A: Board Resolution: Copy of board resolution approving the appointment and terms
7. Appendix B: Statutory Declarations: Required declarations under Companies Act 2013 regarding eligibility to serve as director
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