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Exit Agreement For Director
"I need an Exit Agreement For Director for our Hong Kong technology company, where our Technical Director is leaving amicably on March 1, 2025, and will provide 3 months of consulting services to ensure smooth transition of ongoing projects."
1. Parties: Identification of the company and the departing director
2. Background: Context of the director's appointment, current positions, and reason for exit
3. Definitions: Key terms used throughout the agreement
4. Effective Date and Resignation: Specific date of resignation from directorship and any executive positions
5. Payment and Benefits: Details of final compensation, including salary, bonuses, and other benefits
6. Company Property: Requirements for return of company property, documents, and data
7. Confidentiality Obligations: Ongoing duties regarding confidential information
8. Non-Competition and Non-Solicitation: Restrictions on future activities and business relationships
9. Release and Waiver: Mutual release of claims and liabilities
10. Continuing Obligations: Surviving duties and responsibilities post-termination
11. Tax Implications: Treatment of tax obligations for payments and benefits
12. Governing Law and Jurisdiction: Confirmation of Hong Kong law governance and dispute resolution
13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices
1. Share Options and Shareholding: Used when the director holds company shares or share options requiring treatment
2. Listed Company Obligations: Required for listed companies, covering ongoing obligations regarding inside information and share dealings
3. Intellectual Property Rights: Needed when the director was involved in IP creation or has specific IP rights
4. Transitional Services: Included when the director will provide handover or consulting services post-exit
5. Garden Leave: Used when implementing a garden leave period before final termination
6. Legal Representation: Added when acknowledging that parties have received independent legal advice
7. Public Announcements: Required for managing public communications about the departure, especially for listed companies
8. References: Included when agreeing on the content and handling of future reference requests
1. Schedule 1 - Payment Calculations: Detailed breakdown of all financial settlements, including salary, bonuses, and benefits
2. Schedule 2 - Company Property: Comprehensive list of company property to be returned
3. Schedule 3 - Share Option Details: Details of treatment of share options and vesting schedules
4. Schedule 4 - Continuing Directorships: List of group companies from which director is resigning
5. Schedule 5 - Handover Plan: Detailed timeline and requirements for knowledge transfer and handover
6. Appendix A - Board Resolution: Copy of board resolution accepting the resignation
7. Appendix B - Resignation Letters: Template or copies of formal resignation letters for all positions
Authors
Appointment
Board
Business Day
Company
Companies Registry
Completion Date
Confidential Information
Director
Directorship
Effective Date
Executive Positions
Final Payment
Group
Group Company
Hong Kong
Intellectual Property Rights
Notice Period
Outstanding Remuneration
Parties
Restricted Business
Restricted Period
Resignation Date
Settlement Sum
Share Options
Subsidiaries
Termination Date
Territory
Transition Period
Warranties
Company Property
Contract of Employment
Board Resolutions
Competing Business
Remaining Directors
Related Companies
Professional Advisers
Stock Exchange
Listing Rules
MPF Scheme
Business
Cause
Compensation
Restraint Period
Garden Leave
Claims
Resignation
Termination
Payment and Settlement
Company Property Return
Confidentiality
Non-Competition
Non-Solicitation
Non-Disparagement
Release and Waiver
Tax Indemnity
Continuing Obligations
Share Options
Board Resignation
Public Announcements
References
Intellectual Property
Data Protection
Legal Compliance
Transitional Services
Garden Leave
Outstanding Claims
Warranties and Representations
Further Assurance
Severability
Entire Agreement
Variation
Assignment
Notices
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Regulatory Compliance
Mutual Cooperation
Company Records
Professional Memberships
Insurance
Survival of Terms
Financial Services
Banking
Insurance
Technology
Manufacturing
Real Estate
Retail
Healthcare
Professional Services
Education
Telecommunications
Energy
Construction
Transportation
Media and Entertainment
Hospitality
Legal
Human Resources
Corporate Secretarial
Board of Directors
Executive Committee
Compliance
Finance
Corporate Governance
Risk Management
Director
Executive Director
Non-Executive Director
Managing Director
Chief Executive Officer
Company Secretary
Head of Legal
Human Resources Director
Chief Financial Officer
Board Chairman
Compliance Officer
Corporate Governance Manager
General Counsel
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