The Independent Director Agreement is a crucial document used when appointing non-employee directors to corporate boards in the United States. This agreement is particularly important for public companies subject to SEC regulations and stock exchange listing requirements, though it's also used by private companies seeking strong corporate governance. The document outlines independence criteria, fiduciary responsibilities, compensation terms, and compliance obligations while ensuring alignment with federal regulations like Sarbanes-Oxley and state corporate laws. It serves as a comprehensive framework for the relationship between the company and its independent directors.
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1. Parties: Identifies the company and the independent director
2. Background: States the company's desire to appoint the director and the director's willingness to serve
3. Definitions: Key terms used throughout the agreement
4. Appointment: Terms of appointment, including position and effective date
5. Term and Termination: Duration of appointment and conditions for termination
6. Duties and Responsibilities: Director's obligations, including board meeting attendance and committee participation
7. Independence Requirements: Criteria and obligations to maintain independent status
8. Compensation: Fees, equity compensation, and expense reimbursement
9. Confidentiality: Protection of company information
10. Governing Law: Applicable jurisdiction and dispute resolution
1. Stock Options: Details of any equity compensation when it is part of the compensation package
2. Committee Appointments: Specific committee roles and responsibilities when director will serve on specific committees
3. Insurance Coverage: D&O insurance details when specific insurance arrangements need to be documented
4. Non-Competition: Restrictions on competing activities when industry-specific restrictions are required
1. Schedule A - Compensation Details: Detailed breakdown of compensation structure
2. Schedule B - Board Meeting Schedule: Expected meeting dates and commitments
3. Appendix 1 - Independence Criteria: Detailed independence requirements under applicable laws
4. Appendix 2 - Company Policies: Key corporate governance policies applicable to directors
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