This agreement for chairman of board of directors template has 9 pages and is a MS Word file type listed under our legal agreements documents.
AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS This Agreement for Chairman of Board of Directors (the "Agreement") is effective [DATE], BETWEEN: [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DIRECTOR NAME] (the "Director"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS AGREEMENT is made and entered into effective as of [DATE] (the "Effective Date"), by and between [COMPANY NAME] a [STATE/PROVINE] corporation, ("Company") and [DIRECTOR NAME], an individual ("Director"). TERM This Agreement shall continue for a period of [NUMBER] year from the Effective Date and shall continue thereafter for as long as Director is elected as Chairman of the Board of Directors ("Chairman") of Company. Notwithstanding the foregoing and provided that Director has neither voluntarily resigned nor been terminated for "cause", Company agrees to use its best efforts to reelect Director to the Board for a period of [NUMBER] years at the [YEAR] Annual Meeting of the Shareholders. POSITION AND RESPONSIBILITIES Position. Company hereby retains Director to serve as Chairman of the Board of Directors. Director shall perform such duties and responsibilities as are normally related to such position in accordance with Company's bylaws and applicable law, including those services described on Exhibit A, (the "Services"), and Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the shareholders, except as set forth in Exhibit B. The ownership of less than a [PERCENTAGE %] interest in an entity, by itself, shall not constitute a violation of this duty. Except as set forth in Exhibit B, Director represents that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the Chief Executive Officer or a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of such obligation, prior to making such disclosure or taking such action. No Conflict. Except as set forth in Section 2 (b) and Exhibit B, Director will not engage in any activity that creates an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that creates a potential conflict of interest with Company. Specifically and except as set forth in Section 2(b) and Exhibit B of this Agreement, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Chief Executive Officer. COMPENSATION AND BENEFITS Director's Fee. In consideration of the services to be rendered under this Agreement, Company shall pay Director a fee at the rate of [AMOUNT] per year, which shall be paid in accordance with Company's regularly established practices regarding the payment of Directors' fees, but in no event later than [NUMBER] months after the Effective Date of this Agreement and each of its subsequent anniversaries, if any. Stock and Stock Options. Company acknowledges that Director is an owner of both Common and Preferred Stock and holds an option to purchase stock in Company, and that the rights attributable to these securities (the "Securities") shall not be affected by the execution of this Agreement. In addition, in consideration of the services to be rendered under this Agreement, Company agrees to grant Director the following [NUMBER] stock options subject to the approval of the Board of Directors (the "Options"): (1) an option to purchase [NUMBER] shares of Company's Common Stock at an exercise price of [AMOUNT] per share (the fair market value of Company's Common Stock on the Effective Date), which shall be fully vested on the Effective Date; and (2) an option to purchase [NUMBER] shares of Company's Common Stock, which shall have an exercise price equal to [PERCENTAGE %] of the price charged pursuant to Company's Initial Public Offering ("IPO"), unless the IPO has not occurred by [DATE], in which case, the exercise price shall be [PERCENTAGE %] of the fair market value of Company's Common Stock on such date, and which options shall be fully vested commencing upon the earlier of the date of Company's IPO or [DATE]. In the event (i) of a merger, change in control or sale of Company or (ii) Director either is terminated as a board member or is not reelected, where the Director has not engaged in conduct during his tenure on the board which would constitute "cause" for such termination, as determined by a majority vote of the disinterested board members, the Shares immediately shall become fully vested. "Cause" means a determination by a majority of the disinterested board members that the Director has been engaged in any of the following: malfeasance in office; gross misconduct or neglect; false or fraudulent misrepresentation inducing Director's appointment; willful conversion of corporate funds; material breach of an obligation to make full disclosure; gross incompetence; gross inefficiency; acts of moral turpitude; or repeated failure to participate (either by telephone or in person) board meetings on a regular basis despite having received proper notice of the meetings at least [NUMBER] hours in advance thereof. The removal of Director as Chairman, by itself, shall not affect the vesting schedule. The Options shall be subject to the terms and conditions of Company's [NUMBER] Stock Incentive Plan (the "Plan") and Company's standard Stock Option Agreement, as modified by this Agreement. During the term of this Agreement, Director may be granted additional stock options or other equity rights, as determined by Company's Compensation Committee, in its sole discretion. Benefits. Company will provide Director and his domestic partner with medical, dental, eye-care, disability and life insurance benefits in accordance with the benefit plans established by Company for its senior executives (as may be amended from time to time in Company's sole discretion) to the extent allowed under the terms of such plans and will pay all premiums for coverage of Director and his family, including his domestic partner
This agreement for chairman of board of directors template has 9 pages and is a MS Word file type listed under our legal agreements documents.
AGREEMENT FOR CHAIRMAN OF BOARD OF DIRECTORS This Agreement for Chairman of Board of Directors (the "Agreement") is effective [DATE], BETWEEN: [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DIRECTOR NAME] (the "Director"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS AGREEMENT is made and entered into effective as of [DATE] (the "Effective Date"), by and between [COMPANY NAME] a [STATE/PROVINE] corporation, ("Company") and [DIRECTOR NAME], an individual ("Director"). TERM This Agreement shall continue for a period of [NUMBER] year from the Effective Date and shall continue thereafter for as long as Director is elected as Chairman of the Board of Directors ("Chairman") of Company. Notwithstanding the foregoing and provided that Director has neither voluntarily resigned nor been terminated for "cause", Company agrees to use its best efforts to reelect Director to the Board for a period of [NUMBER] years at the [YEAR] Annual Meeting of the Shareholders. POSITION AND RESPONSIBILITIES Position. Company hereby retains Director to serve as Chairman of the Board of Directors. Director shall perform such duties and responsibilities as are normally related to such position in accordance with Company's bylaws and applicable law, including those services described on Exhibit A, (the "Services"), and Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the performance of the Services, and Company's rules, regulations, and practices as they may from time-to-time be adopted or modified. Other Activities. Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director's obligations under this Agreement or Director's fiduciary obligations to the shareholders, except as set forth in Exhibit B. The ownership of less than a [PERCENTAGE %] interest in an entity, by itself, shall not constitute a violation of this duty. Except as set forth in Exhibit B, Director represents that, to the best of his knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the Chief Executive Officer or a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of such obligation, prior to making such disclosure or taking such action. No Conflict. Except as set forth in Section 2 (b) and Exhibit B, Director will not engage in any activity that creates an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company's conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that creates a potential conflict of interest with Company. Specifically and except as set forth in Section 2(b) and Exhibit B of this Agreement, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly with the Company, as reasonably determined by a majority of Company's disinterested board members, without the approval of the Chief Executive Officer. COMPENSATION AND BENEFITS Director's Fee. In consideration of the services to be rendered under this Agreement, Company shall pay Director a fee at the rate of [AMOUNT] per year, which shall be paid in accordance with Company's regularly established practices regarding the payment of Directors' fees, but in no event later than [NUMBER] months after the Effective Date of this Agreement and each of its subsequent anniversaries, if any. Stock and Stock Options. Company acknowledges that Director is an owner of both Common and Preferred Stock and holds an option to purchase stock in Company, and that the rights attributable to these securities (the "Securities") shall not be affected by the execution of this Agreement. In addition, in consideration of the services to be rendered under this Agreement, Company agrees to grant Director the following [NUMBER] stock options subject to the approval of the Board of Directors (the "Options"): (1) an option to purchase [NUMBER] shares of Company's Common Stock at an exercise price of [AMOUNT] per share (the fair market value of Company's Common Stock on the Effective Date), which shall be fully vested on the Effective Date; and (2) an option to purchase [NUMBER] shares of Company's Common Stock, which shall have an exercise price equal to [PERCENTAGE %] of the price charged pursuant to Company's Initial Public Offering ("IPO"), unless the IPO has not occurred by [DATE], in which case, the exercise price shall be [PERCENTAGE %] of the fair market value of Company's Common Stock on such date, and which options shall be fully vested commencing upon the earlier of the date of Company's IPO or [DATE]. In the event (i) of a merger, change in control or sale of Company or (ii) Director either is terminated as a board member or is not reelected, where the Director has not engaged in conduct during his tenure on the board which would constitute "cause" for such termination, as determined by a majority vote of the disinterested board members, the Shares immediately shall become fully vested. "Cause" means a determination by a majority of the disinterested board members that the Director has been engaged in any of the following: malfeasance in office; gross misconduct or neglect; false or fraudulent misrepresentation inducing Director's appointment; willful conversion of corporate funds; material breach of an obligation to make full disclosure; gross incompetence; gross inefficiency; acts of moral turpitude; or repeated failure to participate (either by telephone or in person) board meetings on a regular basis despite having received proper notice of the meetings at least [NUMBER] hours in advance thereof. The removal of Director as Chairman, by itself, shall not affect the vesting schedule. The Options shall be subject to the terms and conditions of Company's [NUMBER] Stock Incentive Plan (the "Plan") and Company's standard Stock Option Agreement, as modified by this Agreement. During the term of this Agreement, Director may be granted additional stock options or other equity rights, as determined by Company's Compensation Committee, in its sole discretion. Benefits. Company will provide Director and his domestic partner with medical, dental, eye-care, disability and life insurance benefits in accordance with the benefit plans established by Company for its senior executives (as may be amended from time to time in Company's sole discretion) to the extent allowed under the terms of such plans and will pay all premiums for coverage of Director and his family, including his domestic partner
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