Director Profit Sharing Agreement Template for United States

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Key Requirements PROMPT example:

Director Profit Sharing Agreement

"I need a Director Profit Sharing Agreement for our Series B tech startup, offering a 2% profit share with quarterly payments and a three-year vesting schedule starting March 2025 for our new Executive Director who's joining from a competitor."

Document background
The Director Profit Sharing Agreement is a critical document used when companies wish to align director interests with corporate performance through profit-based compensation. This agreement, structured under U.S. federal and state laws, is particularly important for companies seeking to attract and retain high-caliber directors while ensuring their commitment to company growth. It details profit calculation methods, distribution schedules, vesting conditions, and compliance with relevant tax and securities regulations. The agreement is commonly implemented during director appointments, company restructuring, or when establishing new compensation frameworks.
Suggested Sections

1. Parties: Identification of the company and the director entering into the agreement

2. Background: Context of the agreement and director's role

3. Definitions: Key terms including 'Profits', 'Profit Share', 'Term', etc.

4. Profit Share Calculation: Formula and methodology for calculating the director's profit share

5. Payment Terms: Timing and method of profit share payments

6. Term and Termination: Duration of the agreement and termination provisions

Optional Sections

1. Clawback Provisions: Terms for recovering payments in case of misconduct or restatement (typically used for public companies or when required by corporate policy)

2. Non-Competition: Restrictions on competing activities (used when protecting company interests is crucial)

3. Equity Components: Additional equity-based compensation terms (used when profit sharing includes stock options or RSUs)

Suggested Schedules

1. Schedule A - Profit Calculation Methodology: Detailed explanation of profit calculation formulas

2. Schedule B - Payment Schedule: Timing and structure of payments

3. Schedule C - Performance Metrics: Specific performance targets if profit share is performance-based

4. Appendix 1 - Board Resolution: Copy of board resolution approving the profit sharing arrangement

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

Clauses
Industries

Internal Revenue Code: Federal tax provisions governing equity compensation, profit sharing, deferred compensation (409A), golden parachutes (280G), and corporate tax deductibility (162(m))

Securities Exchange Act: Federal regulations governing securities, equity compensation, and related disclosures

ERISA: Employee Retirement Income Security Act provisions if profit sharing is structured as part of a retirement plan

Dodd-Frank Act: Federal regulations on executive compensation, including disclosure requirements and say-on-pay provisions

State Corporate Laws: State-specific regulations governing corporate operations, director compensation, and fiduciary duties

State Securities Regulations: State-level requirements for securities and equity compensation

State Tax Laws: State-specific tax treatment of profit sharing and equity compensation

State Employment Laws: State-specific employment regulations affecting director compensation and benefits

Sarbanes-Oxley Act: Federal requirements for public companies regarding corporate governance and executive compensation

Stock Exchange Requirements: Listing requirements and regulations from relevant stock exchanges regarding director compensation

SEC Requirements: Securities and Exchange Commission disclosure and filing requirements for director compensation

Corporate Governance Documents: Company bylaws, articles of incorporation, shareholder agreements, and board resolutions affecting profit sharing

Industry Regulations: Sector-specific regulations and standard practices affecting director compensation

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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