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Executive Director Agreement

Executive Director Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Executive Director Agreement

"I need an Executive Director Agreement for a Hong Kong listed technology company, incorporating strong IP protection clauses and share option provisions, with the appointment starting March 1, 2025."

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Document background
The Executive Director Agreement is a crucial document used when appointing senior executives who will also serve on the company's board of directors in Hong Kong. It combines elements of both an employment contract and a director's service agreement, ensuring compliance with Hong Kong's Companies Ordinance, Employment Ordinance, and corporate governance requirements. This agreement is essential for establishing clear terms of engagement, protecting company interests, and ensuring proper disclosure and compliance with regulatory obligations. It typically includes comprehensive provisions on remuneration, duties, confidentiality, intellectual property rights, and post-termination restrictions. For listed companies, additional provisions ensure compliance with Hong Kong Stock Exchange listing rules and the Corporate Governance Code.
Suggested Sections

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

2. Background: Context of the appointment and any relevant corporate approvals

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Appointment as executive director, commencement date, and term of appointment

5. Duties and Responsibilities: Detailed description of executive and board duties, time commitment, and reporting lines

6. Director's Warranties and Undertakings: Confirmations regarding qualifications, no conflicts, and ability to perform role

7. Time Commitment and Exclusivity: Expected working hours and restrictions on other appointments/activities

8. Remuneration and Benefits: Base salary, bonuses, equity compensation, and other benefits

9. Expenses: Provisions for reimbursement of business expenses

10. Leave Entitlements: Annual leave, sick leave, and other leave entitlements

11. Confidentiality: Protection of company confidential information

12. Intellectual Property: Ownership and protection of IP created during directorship

13. Protection of Business Interests: Non-compete and non-solicitation provisions

14. Termination: Grounds for termination, notice periods, and consequences

15. Post-Termination Obligations: Ongoing obligations after termination

16. Company Policies: Compliance with company policies and procedures

17. Data Protection: Handling of personal data and privacy compliance

18. Notices: Method and addresses for formal communications

19. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.

Optional Sections

1. Share Options: Details of any share option schemes - include if equity compensation is part of the package

2. Insurance and Indemnity: D&O insurance and company indemnification - particularly important for listed companies

3. Corporate Governance: Additional governance requirements - essential for listed companies

4. International Travel: Specific provisions for international duties - include if role requires significant travel

5. Change of Control: Provisions dealing with company sale/merger - important for listed or companies likely to be sold

6. Garden Leave: Provisions for placing director on garden leave - include if higher risk of competition

7. Compliance with Listing Rules: Specific obligations under listing rules - mandatory for listed companies

8. Housing and Relocation: Housing allowance and relocation terms - include for expatriate appointments

Suggested Schedules

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

2. Schedule 2: Remuneration Package: Detailed breakdown of all compensation elements

3. Schedule 3: Benefits: Detailed description of all benefits and allowances

4. Schedule 4: Share Option Terms: Details of share option scheme terms and conditions

5. Schedule 5: Company Policies: List of key company policies applicable to the role

6. Appendix A: Board Resolution: Copy of board resolution approving the appointment

7. Appendix B: Position Description: Detailed position description and performance expectations

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions








































Clauses












































Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Professional Services

Energy

Telecommunications

Infrastructure

Consumer Goods

Media and Entertainment

Education

Transportation and Logistics

Relevant Teams

Legal

Human Resources

Company Secretarial

Board of Directors

Executive Committee

Compensation Committee

Nomination Committee

Corporate Governance

Compliance

Finance

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Regional Director

Division President

Executive Vice President

Country Manager

Industries








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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