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Director Employment Agreement

Director Employment Agreement Template for Nigeria

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Key Requirements PROMPT example:

Director Employment Agreement

"I need a Director Employment Agreement for appointing a new Executive Director of Technology to our fintech company in Lagos, starting March 1, 2025, with specific provisions for share options and international travel requirements."

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Document background
The Director Employment Agreement is a crucial document used when appointing executive or non-executive directors to a company's board or senior management in Nigeria. This agreement is essential for compliance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. It serves to clearly define the relationship between the company and the director, outlining specific roles, responsibilities, remuneration, and obligations. The document is particularly important in the Nigerian context due to strict corporate governance requirements and the need to balance local regulatory compliance with international best practices. It typically includes comprehensive provisions for protecting company interests, ensuring proper corporate governance, and maintaining transparency in director appointments.
Suggested Sections

1. Parties: Identifies the company and the director, including their full legal names and addresses

2. Background: Explains the context of the appointment and the company's desire to employ the director

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment, position, and duration of employment

5. Duties and Responsibilities: Comprehensive outline of the director's duties, including both statutory and operational responsibilities

6. Time Commitment: Specified working hours and commitment expectations

7. Remuneration and Benefits: Details of salary, bonuses, and other benefits including pension arrangements

8. Location and Travel: Primary work location and travel requirements

9. Vacation and Leave: Annual leave entitlement and other authorized absences

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Intellectual Property: Assignment of IP rights created during employment

12. Restrictive Covenants: Non-compete and non-solicitation provisions

13. Termination: Grounds and procedures for termination of employment

14. Company Policies: Compliance with company policies and procedures

15. Governing Law: Specification of Nigerian law as governing law and jurisdiction

16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices

Optional Sections

1. External Appointments: Used when the director is permitted to hold other directorships or external appointments

2. Share Options: Include when the director is offered company shares or share options

3. International Travel: Required for roles involving significant international travel or overseas responsibilities

4. Acting as Company Secretary: Include if the director will also serve as company secretary

5. Performance Metrics: Used when specific performance targets are tied to compensation

6. Corporate Governance: Additional provisions for directors of public companies or regulated entities

7. Gardening Leave: Include if the company wants the right to place the director on paid leave during notice period

8. Change of Control: Provisions dealing with director's rights in case of company ownership change

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities of the director

2. Schedule 2 - Remuneration Package: Detailed breakdown of salary, bonuses, and benefits structure

3. Schedule 3 - Benefits: Comprehensive list of benefits including healthcare, pension, and insurance details

4. Schedule 4 - Performance Targets: Specific performance metrics and bonus calculations if applicable

5. Schedule 5 - Company Policies: List of key company policies the director must comply with

6. Appendix A - Board Resolution: Copy of board resolution approving the director's appointment

7. Appendix B - Share Option Terms: Details of any share option scheme terms if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Appointment
Board
Business Day
CAMA
Change of Control
Company
Commencement Date
Confidential Information
Corporate Governance Code
Director
Duties
Effective Date
Employment
Financial Year
Good Reason
Group
Group Company
Intellectual Property Rights
Just Cause
Material Breach
Notice Period
Parent Company
Permitted Business
Position
Prohibited Area
Remuneration
Restricted Business
Restricted Customer
Restricted Period
Restricted Person
SEC
Share Option Scheme
Subsidiary
Term
Termination Date
Territory
Trade Secrets
Working Hours
Clauses
Appointment
Term
Duties and Responsibilities
Authority and Powers
Fiduciary Duties
Time Commitment
Location of Work
Remuneration
Benefits
Expenses
Annual Leave
Sickness and Other Leave
Pension
Insurance
Company Property
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Non-Dealing
Non-Poaching
Board Meetings
Performance Review
Training and Development
External Directorships
Conflict of Interest
Corporate Governance
Compliance
Record Keeping
Share Options
Bonus
Commission
Termination
Garden Leave
Summary Dismissal
Payment in Lieu of Notice
Return of Property
Post-Termination Obligations
Grievance Procedures
Disciplinary Procedures
Suspension
Medical Examination
International Travel
Force Majeure
Amendments
Entire Agreement
Severability
Notices
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Assignment
Waiver
Relevant Industries

Financial Services

Technology

Manufacturing

Oil and Gas

Telecommunications

Healthcare

Real Estate

Professional Services

Retail

Mining

Agriculture

Construction

Education

Transportation

Energy

Relevant Teams

Legal

Human Resources

Company Secretariat

Board of Directors

Executive Management

Corporate Governance

Compliance

Risk Management

Finance

Administration

Relevant Roles

Executive Director

Non-Executive Director

Managing Director

Finance Director

Technical Director

Operations Director

Commercial Director

Regional Director

Country Director

Board Director

Independent Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including appointment, duties, and responsibilities of directors
Labour Act, Cap L1, Laws of the Federation of Nigeria 2004: Provides the basic framework for employment relationships and working conditions in Nigeria
National Industrial Court Act 2006: Establishes jurisdiction for resolving employment disputes and industrial relations matters
Pension Reform Act 2014: Regulates pension arrangements and mandatory contributions for employees, including executive directors
Personal Income Tax Act (PITA): Governs the taxation of employment income, including director's remuneration and benefits
Industrial Training Fund Act: Requires employers to contribute to the Industrial Training Fund for employee development
Nigeria Data Protection Regulation 2019: Regulates the collection and processing of personal data, relevant for maintaining director's personal information
Employee Compensation Act 2010: Provides for compensation for work-related injuries, diseases, and death, applicable to executive directors
National Health Insurance Act: Governs health insurance provisions for employees, including directors
Securities and Exchange Commission (SEC) Rules: Relevant for directors of public companies, governing disclosure requirements and insider trading
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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