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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.

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.