The Managing Director Agreement serves as the primary employment contract for senior executives taking on the role of Managing Director in U.S. organizations. This document is essential when appointing high-level executives who will have significant responsibility for company operations and strategy. The agreement typically includes detailed provisions about compensation structure, performance expectations, fiduciary duties, and protection of company interests. It must comply with both federal employment laws and state-specific regulations, particularly regarding non-compete clauses and executive compensation. The agreement is especially important for ensuring clear accountability and protecting both parties' interests in complex corporate structures.
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1. Parties: Identification of the company and the Managing Director
2. Background: Context of the appointment and basic terms of engagement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Official designation, role duration, and renewal terms
5. Duties and Responsibilities: Scope of role, reporting structure, and key accountabilities
6. Compensation and Benefits: Base salary, bonuses, equity, and standard benefits
7. Working Hours and Location: Expected time commitment and primary work location
8. Confidentiality: Protection of company information and trade secrets
9. Termination: Grounds for termination and process
1. Non-Compete: Restrictions on future employment in competitive markets
2. Intellectual Property: Ownership of created works and innovations during employment
3. International Travel: Terms and conditions for overseas work responsibilities
4. Change of Control: Terms affecting position during company ownership changes or acquisition
5. Garden Leave: Terms of paid leave during notice period to protect company interests
1. Schedule 1 - Job Description: Detailed outline of role and responsibilities
2. Schedule 2 - Compensation Schedule: Detailed breakdown of all compensation elements including base salary, bonuses, and incentives
3. Schedule 3 - Benefits Package: Complete list of benefits and their terms
4. Schedule 4 - Stock Option Plan: Details of any equity compensation and vesting schedules
5. Schedule 5 - Company Policies: Key policies and procedures the director must adhere to
6. Schedule 6 - Performance Metrics: KPIs and performance evaluation criteria
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