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Executive Separation Agreement
"I need an Executive Separation Agreement for our departing CFO in the mining sector, with specific provisions for ongoing consulting services for 6 months post-departure starting March 2025, and including clauses for handling unvested share options."
1. Parties: Identification of the employer entity and the departing executive
2. Background: Context of the agreement, including employment history and reason for separation
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Termination Date and Final Day: Specific dates for last day of employment and when employment formally ends
5. Separation Payments: Details of all payments to be made, including statutory entitlements, ex-gratia payments, and timing
6. Tax Treatment: Clarification of tax handling for various payment components
7. Continuing Obligations: Ongoing duties including confidentiality, intellectual property, and return of company property
8. Post-Employment Restrictions: Non-compete and non-solicitation provisions
9. Release and Waiver: Mutual releases from claims and liabilities
10. Confidentiality of Agreement: Terms regarding the confidentiality of the separation arrangement
11. References and Announcements: Agreed approach to future references and public/internal communications
12. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Garden Leave: Used when the executive will remain employed but not attend work during notice period
2. Equity and Securities: Required when dealing with share options, RSUs, or other equity arrangements
3. Transition Assistance: Include when the executive will assist in transitioning duties to successors
4. Ongoing Directorship Matters: Needed when executive holds director positions in group companies
5. Legal Costs: Include when agreement to pay executive's legal costs in reviewing agreement
6. Outplacement Services: Used when providing career transition support
7. Mutual Non-Disparagement: Optional additional protection against negative statements
8. Ongoing Insurance Coverage: Include when continuing D&O insurance or other coverage
1. Schedule 1 - Separation Payments Calculation: Detailed breakdown of all payment components and calculations
2. Schedule 2 - Company Property: Itemized list of company property to be returned
3. Schedule 3 - Restricted Activities: Detailed description of prohibited post-employment activities
4. Schedule 4 - Resignation Letters: Pro-forma resignation letters from various positions
5. Schedule 5 - Agreed Announcement: Text of internal and external announcements regarding departure
6. Appendix A - Deed of Release: Formal deed of release to be executed with the agreement
7. Appendix B - Certificate of Independent Legal Advice: Confirmation that executive received independent legal advice
Authors
Board
Business
Business Day
Cause
Company
Company Group
Company Property
Confidential Information
Corporations Act
Effective Date
Employee Benefits
Executive
Final Day
Garden Leave
Good Reason
Group Company
Intellectual Property Rights
Notice Period
Parent Company
Parties
Post-Employment Restrictions
Prohibited Activities
Related Body Corporate
Release
Restricted Period
Separation Date
Separation Payment
Statutory Entitlements
Superannuation
Termination Benefits
Termination Date
Territory
Unvested Benefits
Vested Benefits
Termination
Payments and Benefits
Final Salary
Statutory Entitlements
Ex-gratia Payments
Tax Obligations
Superannuation
Share Rights
Options and Securities
Company Property
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Non-Disparagement
Release and Waiver
Legal Compliance
References
Public Announcements
Transition Duties
Garden Leave
Continuing Obligations
Directors and Officers Insurance
Board Resignations
Legal Costs
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Notices
Assignment
Further Assurance
Counterparts
Financial Services
Technology
Manufacturing
Professional Services
Healthcare
Retail
Mining and Resources
Telecommunications
Energy
Construction
Education
Media and Entertainment
Transportation and Logistics
Human Resources
Legal
Company Secretariat
Executive Leadership
Board of Directors
Compliance
Finance
Payroll
Corporate Communications
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Managing Director
Executive Director
General Manager
Regional Director
Vice President
Head of Department
Senior Executive
Company Secretary
Executive Vice President
Division Head
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