Non Executive Director Agreement Template for United States

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Key Requirements PROMPT example:

Non Executive Director Agreement

"I need a Non Executive Director Agreement for our Series B technology startup to appoint a finance expert to our board, with specific emphasis on audit committee responsibilities and stock option compensation starting March 2025."

Document background
The Non-Executive Director Agreement serves as a crucial document in U.S. corporate governance, establishing clear parameters for independent board oversight. This agreement is essential when companies seek to enhance their corporate governance structure by appointing experienced professionals who can provide independent perspective and expertise. The document addresses key aspects including fiduciary duties, compensation, confidentiality, and compliance with relevant securities laws and stock exchange requirements. It's particularly important for public companies subject to SEC regulations, but is also valuable for private companies seeking to professionalize their board structure.
Suggested Sections

1. Parties: Identification of the company and the non-executive director

2. Background: Context of the appointment and brief company overview

3. Definitions: Key terms used throughout the agreement

4. Appointment: Terms of appointment, duration, and position details

5. Duties and Responsibilities: Core responsibilities, time commitment, and governance obligations

6. Compensation: Fees, expenses, and payment terms

7. Confidentiality: Non-disclosure obligations and handling of sensitive information

8. Termination: Conditions for ending the appointment

9. Governing Law: Applicable jurisdiction and dispute resolution

Optional Sections

1. Committee Appointments: Specific committee roles and responsibilities when director will serve on specific board committees

2. Share Dealings: Rules regarding trading company shares, applicable for public companies or when share options are part of compensation

3. Outside Interests: Provisions regarding other directorships and business interests when director has other significant business commitments

4. Professional Development: Training and development provisions when company provides specific director training programs

Suggested Schedules

1. Schedule 1: Duties and Responsibilities: Detailed list of specific duties and expectations

2. Schedule 2: Fee Structure: Detailed breakdown of compensation and benefits

3. Schedule 3: Board Committee Terms of Reference: Specific committee charters and responsibilities

4. Appendix A: Code of Conduct: Company's code of conduct and ethics policies

5. Appendix B: Board Meeting Schedule: Annual calendar of board meetings and commitments

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

Securities Exchange Act 1934: Federal law governing securities trading and establishing SEC oversight, requiring registration of securities and periodic reporting requirements for public companies

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate governance standards, including director responsibilities, internal controls, and financial disclosure requirements

Dodd-Frank Act: Comprehensive financial reform legislation affecting corporate governance, executive compensation, and disclosure requirements

SEC Regulations: Regulatory framework governing public companies, including disclosure requirements, insider trading rules, and corporate governance standards

Stock Exchange Requirements: NYSE/NASDAQ listing requirements including board composition, independence standards, and corporate governance guidelines

State Corporate Laws: State-specific laws governing corporate formation, operation, and governance, particularly Delaware General Corporation Law for Delaware corporations

Fiduciary Duties: Legal obligations of directors including duty of care, duty of loyalty, and duty of good faith under state law

Director Compensation Rules: Regulations governing director remuneration, disclosure requirements, and tax implications

IRS Regulations: Tax requirements for director compensation, including Form 1099 reporting and classification of payments

D&O Insurance Requirements: Director and Officer liability insurance provisions protecting against personal liability in role performance

Trade Secret Laws: Legal framework protecting company confidential information and trade secrets, including director obligations

State Securities Regulations: State-specific securities laws and 'blue sky' regulations affecting corporate governance and securities offerings

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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