[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-board-resolution-to-terminate-an-employee-D76":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":41,"customDescModule":183,"customdescription":6,"mdFm":184,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"BOARD RESOLUTION OF [YOUR COMPANY NAME] TO TERMINATE AN EMPLOYEE DULY PASSED ON [DATE] TERMINATION OF AN EMPLOYEE WHEREAS, [NAME OF EMPLOYEE] in his/her capacity as [JOB TITLE] has not satisfactory fulfilled his/her obligations; be it: RESOLVED, that [NAME OF EMPLOYEE] be terminated as of [DATE] and that he/she be provided the customary severance pay and benefits. RESOLVED, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.",null,"Board Resolution to Terminate an Employee","1",28,"doc","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-to-terminate-an-employee-D76.png","https://templates.business-in-a-box.com/imgs/250px/76.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#76.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","board resolution to terminate an employee","Board Resolution to Terminate an Employee Template","https://templates.business-in-a-box.com/imgs/400px/76.png","https://templates.business-in-a-box.com/imgs/600px/76.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Administration","/templates/business-administration/",{"label":39,"url":40},"Board Governance","/templates/board-governance/",[42,46,50,54,58,62,66,70,74,78,82,86,90,108,122,141,156,169],{"label":43,"url":44,"thumb":45,"extension":10},"Board Resolution to Terminate a Contract","/template/board-resolution-to-terminate-a-contract-D75","https://templates.business-in-a-box.com/imgs/250px/75.png",{"label":47,"url":48,"thumb":49,"extension":10},"Board Resolution to Terminate Lease","/template/board-resolution-to-terminate-lease-D77","https://templates.business-in-a-box.com/imgs/250px/77.png",{"label":51,"url":52,"thumb":53,"extension":10},"Board Resolution Approving the Retirement of Employee","/template/board-resolution-approving-the-retirement-of-employee-D52","https://templates.business-in-a-box.com/imgs/250px/52.png",{"label":55,"url":56,"thumb":57,"extension":10},"Board Resolution","/template/board-resolution-D78","https://templates.business-in-a-box.com/imgs/250px/78.png",{"label":59,"url":60,"thumb":61,"extension":10},"Board Resolution Approving Compensation for Board of Directors","/template/board-resolution-approving-compensation-for-board-of-directors-D39","https://templates.business-in-a-box.com/imgs/250px/39.png",{"label":63,"url":64,"thumb":65,"extension":10},"Board Resolution Appointing Officers","/template/board-resolution-appointing-officers-D33","https://templates.business-in-a-box.com/imgs/250px/33.png",{"label":67,"url":68,"thumb":69,"extension":10},"Board Resolution Appointing an Auditor","/template/board-resolution-appointing-an-auditor-D32","https://templates.business-in-a-box.com/imgs/250px/32.png",{"label":71,"url":72,"thumb":73,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":75,"url":76,"thumb":77,"extension":10},"Board Resolution Approving Budget","/template/board-resolution-approving-budget-D38","https://templates.business-in-a-box.com/imgs/250px/38.png",{"label":79,"url":80,"thumb":81,"extension":10},"Board Resolution Approving Negotiation","/template/board-resolution-approving-negotiation-D5150","https://templates.business-in-a-box.com/imgs/250px/5150.png",{"label":83,"url":84,"thumb":85,"extension":10},"Board Resolution Regarding Organization","/template/board-resolution-regarding-organization-D64","https://templates.business-in-a-box.com/imgs/250px/64.png",{"label":87,"url":88,"thumb":89,"extension":10},"Board Resolution to Commence Litigation","/template/board-resolution-to-commence-litigation-D67","https://templates.business-in-a-box.com/imgs/250px/67.png",{"description":91,"descriptionCustom":6,"label":92,"pages":93,"size":94,"extension":10,"preview":95,"thumb":96,"svgFrame":97,"seoMetadata":98,"parents":100,"keywords":99,"url":107},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: Termination of your employment Dear [Contact name], We regret to inform you that your employment with [YOUR COMPANY NAME] is terminated effective upon receipt of this letter for the following reason(s): [DETAIL REASONS] [DETAIL REASONS] [DETAIL REASONS] Please vacate the premises immediately with your personal possessions. We will forward your salary earned to date in due course together with any vacation pay to which you are entitled. Within [NUMBER] days of termination we shall issue you a statement of accrued benefits. Any insurance benefits shall continue in accordance with applicable law and/or provisions of our personnel policy. Please contact [Name], at your earliest convenience, who will explain each of these items and arrange with you for the return of any company property. Sincerely, [YOUR NAME] [YOUR TITLE] [YOUR PHONE NUMBER] [YOUREMAIL@YOURCOMPANY.COM] [IF SENT BY EMAIL YOU MAY INCLUDE THIS NOTICE]","Employee Dismissal Letter","2",513,"https://templates.business-in-a-box.com/imgs/1000px/employee-dismissal-letter-D508.png","https://templates.business-in-a-box.com/imgs/250px/508.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#508.xml",{"title":99,"description":6},"employee dismissal letter",[101,104],{"label":102,"url":103},"Human Resources","human-resources",{"label":105,"url":106},"Employee Termination","employee-termination","/template/employee-dismissal-letter-D508",{"description":109,"descriptionCustom":6,"label":110,"pages":111,"size":112,"extension":10,"preview":113,"thumb":114,"svgFrame":115,"seoMetadata":116,"parents":117,"keywords":120,"url":121},"SEPARATION AND RELEASE Agreement This Separation and Release Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [Employee NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Recitals Employee is a former employee of the Company and the Parties wish to resolve any claim by Employee against the Company and all other existing differences completely and amicably, without litigation. Employee acknowledges that the payment to him under this Agreement is being made for the sole purpose of avoiding the uncertainties, vexations and expense of litigation. The Parties represent that they have been advised about the Agreement by their respective counsel, are competent to enter into it, fully understand its terms and consequences, and enter into it knowingly and voluntarily. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: No Admission This Agreement is entered in connection with the compromise of disputed claims. Neither this Agreement nor any action or acts taken in connection with this Agreement or pursuant to it will constitute an admission by Company or any other person or entity of any violation of law, nor will it constitute or be construed as an admission of any wrongdoing whatsoever. In fact, Company, its officers, employees, agents and representatives specifically deny committing any unlawful act against Employee at any time. Payment Within three (3) days after execution of this Agreement, and in consideration for the promises and covenants contained herein, Company will cause to be delivered to counsel for Employee a check in the amount of [amount]. Except for this payment, Employee acknowledges and agrees that he is entitled to receive no other payments, benefits, or compensation from Company. Employee represents that there are no outstanding advances or other sums due to Company from Employee. Tax Appropriate tax deductions shall be made by the Company from the payment made under Section 2. Release Employee, on behalf of himself and his representatives, spouse, agents, heirs and assigns, releases and discharges Company and Company's former, current or future officers, employees, representatives, agents, fiduciaries, attorneys, directors, shareholders, insurers, predecessors, parents, affiliates, benefit plans, successors, heirs, and assigns from any and all claims, liabilities, causes of action, damages, losses, demands or obligations of every kind and nature, whether now known or unknown, suspected or unsuspected, which Employee ever had, now has, or hereafter can, shall or may have for, upon or by reason of any act, transaction, practice, conduct, matter, cause or thing of any kind whatsoever, relating to or based upon, in whole or in part, any act, transaction, practice or conduct prior to the date hereof, including but not limited to matters dealing with Employee's employment or termination of employment with the Company, or which relate in any way to injuries or damages suffered by Employee (knowingly or unknowingly). This release and discharge includes, but is not limited to, [specify law], claims arising under federal, state and local statutory or common law, including, but not limited to, [specify law], claims for wrongful discharge under any public policy or any policy of the Company, claims for breach of fiduciary duty, and the laws of contract and tort; and any claim for attorney's fees. Employee promises never to file a lawsuit or assist in or commence any action asserting any claims, losses, liabilities, demands, or obligations released hereunder. Known or Unknown Claims The Parties understand and expressly agree that this Agreement extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past, present, or future, arising from or attributable to any conduct of the Company and its successors, subsidiaries, and affiliates, and all their employees, owners, shareholders, agents, officers, directors, predecessors, assigns, agents, representatives, and attorneys, whether known by Employee or whether or not Employee believes he may have any claims, and that any and all rights granted to Employee under [law] or any analogous state law or federal law or regulations, are hereby expressly WAIVED, if applicable. Said Section [name] of [law] reads as follows: [retype paragraph] NonDisclosure Employee and his counsel represent that they have not disclosed the terms of this Agreement to anyone other than Employee's spouse. Employee, his counsel and Employee's spouse agree to keep the terms of the Agreement, including the fact that a payment was made to Employee and the amount of such payment, strictly confidential and, unless required by court order or other law, will not disclose such information without the prior written permission of the Company to anyone except Employee's attorneys or tax advisors, if any, but only after informing those persons that they too must keep the information confidential. If asked about the status of the dispute between the Parties, Employee, his counsel and Employee's spouse may state only that \"the matter has been resolved\" or words to that effect, but will not otherwise disclose any information about this Agreement or its terms. Because a breach of this confidentiality paragraph would cause Company damages that are impracticable or too difficult to fix, in the event of such a breach, Employee shall be liable to Company for liquidated damages in the amount of [amount] for each breach, plus any attorneys' fees and costs owed pursuant to Section 18 herein and any equitable relief. Employer property and trade secrets Employee will return to Company any and all of its property and documents which he or she may have in his or her possession. including, but not limited to, documents, equipment, tools, computers, customer lists, correspondence, handbooks, manual reports, plans, projects, drawings, marketing materials, software, tapes, phones, cars, keys, security devices, inventions, formulas, and proprietary information within [days] from the execution of this Agreement. No Future Employment Employee promises not to seek employment or any other business relationship at any time in the future with Company or any of its parents or affiliates and he forsakes any right to be employed or to have any other business relationship in the future with Company or any of its parents or affiliates. Non Solicitation of Clients and Customers The Employee, on behalf of himself or herself, their agents and assigns, agrees that, for a period of [NUMBER] year following the execution of this Agreement, or so long as Company is in operation, whichever is less, he or she will not, for any reason whatsoever, directly or indirectly solicit the clients or customers of Company, without the written permission of Company","Separation and Release Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/separation-and-release-agreement-D524.png","https://templates.business-in-a-box.com/imgs/250px/524.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#524.xml",{"title":6,"description":6},[118,119],{"label":102,"url":103},{"label":105,"url":106},"separation release agreement","/template/separation-and-release-agreement-D524",{"description":123,"descriptionCustom":6,"label":124,"pages":125,"size":126,"extension":10,"preview":127,"thumb":128,"svgFrame":129,"seoMetadata":130,"parents":131,"keywords":139,"url":140},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[132,133,136],{"label":102,"url":103},{"label":134,"url":135},"Hire an Employee","hire-employee",{"label":137,"url":138},"Legal Agreements","business-legal-agreements","employment agreement executive","/template/employment-agreement-executive-D543",{"description":142,"descriptionCustom":6,"label":143,"pages":144,"size":94,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":149,"url":155},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":149,"description":6},"non disclosure agreement nda",[151,152],{"label":137,"url":138},{"label":153,"url":154},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":157,"descriptionCustom":6,"label":158,"pages":111,"size":112,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":163,"keywords":167,"url":168},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR 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] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[164],{"label":165,"url":166},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":170,"descriptionCustom":6,"label":171,"pages":172,"size":94,"extension":10,"preview":173,"thumb":174,"svgFrame":175,"seoMetadata":176,"parents":178,"keywords":177,"url":182},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":177,"description":6},"employment agreement_at will employee",[179,180,181],{"label":102,"url":103},{"label":134,"url":135},{"label":137,"url":138},"/template/employment-agreement_at-will-employee-D541",false,{"seo":185,"reviewer":196,"legal_disclaimer":200,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":260,"clauses":293,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":507,"classification":508},{"meta_title":186,"meta_description":187,"primary_keyword":25,"secondary_keywords":188},"Board Resolution To Terminate An Employee Template (Free Word)","Free board resolution to terminate an employee template. Formalizes the board's decision to end employment with proper authority, documentation, and legal. Free Word and PDF download.",[189,190,191,192,193,194,195],"board resolution termination template","corporate resolution to terminate employee","board resolution employee termination word","board resolution to dismiss employee","termination resolution template free","corporate board termination resolution","resolution to terminate employment",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":202,"legal_review_recommended":200,"signature_required":200,"notarization_required":183},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"A Board Resolution to Terminate an Employee is a formal corporate document that records the board of directors' official decision to end an individual's employment. It functions as binding internal corporate authority — establishing that the termination was approved at the board level, documenting the vote, and creating an auditable record for legal, regulatory, and HR purposes. This free Word download can be edited online and exported as PDF for execution and filing in your corporate minute book.\n","Use it when terminating a senior employee, officer, or executive whose appointment was originally authorized by the board, or whenever your corporate bylaws, employment agreement, or shareholder agreement requires board-level approval before termination can proceed. It is also essential when the termination carries significant legal or financial exposure — such as a wrongful dismissal risk, severance above a defined threshold, or involvement of a shareholder-employee.\n","Corporate identification, recitals establishing the basis for the resolution, the board vote and quorum confirmation, the termination decision with effective date, any authorized severance or compensation terms, instructions to officers to execute the decision, and the signatures of all directors who participated in the vote.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Corporate secretaries","Documenting a board-authorized termination decision in the minute book","persona-corporate-secretary",{"title":213,"use_case":214,"icon_asset_id":215},"CEOs and managing directors","Obtaining formal board authority before terminating a senior officer or VP","persona-ceo",{"title":217,"use_case":218,"icon_asset_id":219},"HR directors","Ensuring termination of an executive-level employee has proper corporate authorization on file","persona-hr-manager",{"title":221,"use_case":222,"icon_asset_id":223},"Startup founders","Removing a co-founder or early hire whose role was board-appointed","persona-startup-founder",{"title":225,"use_case":226,"icon_asset_id":227},"In-house counsel","Creating a defensible paper trail before a high-risk or contested termination","persona-in-house-counsel",{"title":229,"use_case":230,"icon_asset_id":231},"Board members and directors","Formally voting on and authorizing a termination during a scheduled or special board meeting","persona-board-member",[233,236,240,244,248,252,256],{"situation":234,"recommended_template":7,"slug":235},"Terminating a CEO or C-suite executive appointed by the board","board-resolution-to-terminate-an-employee-D76",{"situation":237,"recommended_template":238,"slug":239},"Terminating a non-officer employee below board-appointment level","Employee Termination Letter","employee-dismissal-letter-D508",{"situation":241,"recommended_template":242,"slug":243},"Removing a director from the board itself","Board Resolution to Remove a Director","board-resolution-approving-sale-agreement-sole-director-D5152",{"situation":245,"recommended_template":246,"slug":247},"Terminating an independent contractor engaged by the board","Independent Contractor Termination Letter","acknowledgment-of-independent-contractor-D138",{"situation":249,"recommended_template":250,"slug":251},"Documenting a resignation accepted by the board","Board Resolution Accepting Resignation","board-resolution-D78",{"situation":253,"recommended_template":254,"slug":255},"Terminating an employee and simultaneously settling all claims","Separation Agreement and Release","separation-and-release-agreement-D524",{"situation":257,"recommended_template":258,"slug":259},"Terminating employment due to a company-wide reduction in force","Layoff Letter (Reduction in Force)","checklist-pre-layoff-D505",[261,263,266,269,272,275,278,281,284,287,290],{"term":55,"definition":262},"A formal written record of a decision made by a company's board of directors, which carries binding corporate authority once passed by the required vote.",{"term":264,"definition":265},"Quorum","The minimum number of directors who must be present at a meeting for the board's votes and decisions to be legally valid.",{"term":267,"definition":268},"Recitals","The introductory 'whereas' clauses in a resolution that set out the background facts and reasons supporting the board's decision.",{"term":270,"definition":271},"Termination for Cause","Dismissal based on specific documented grounds — such as misconduct, gross negligence, fraud, or material breach of the employment agreement — typically without severance obligation.",{"term":273,"definition":274},"Termination Without Cause","Dismissal for business or strategic reasons unrelated to the employee's conduct, which generally triggers severance or notice obligations under the employment agreement or applicable law.",{"term":276,"definition":277},"Effective Date","The specific calendar date on which the termination takes legal effect and the employment relationship formally ends.",{"term":279,"definition":280},"Written Consent in Lieu of Meeting","A mechanism allowing directors to pass a resolution by signing a written document rather than convening a physical or virtual meeting, permitted by most corporate statutes when all directors consent.",{"term":282,"definition":283},"Corporate Minute Book","The official records repository for a corporation's resolutions, meeting minutes, share register, and governance documents — the authoritative source of the company's legal history.",{"term":285,"definition":286},"Severance Authorization","The board's express approval of the compensation package — lump sum, continued salary, or benefits continuation — to be paid to the terminated employee.",{"term":288,"definition":289},"Indemnification","A provision protecting directors who voted to authorize the termination from personal liability arising from the employment-related decision, typically covered by the corporate bylaws or D&O insurance.",{"term":291,"definition":292},"At-Will Employment","An employment arrangement, recognized in most US states, that allows either party to end the relationship at any time for any lawful reason — but board resolutions still document authority and protect against internal governance disputes.",[294,299,304,309,314,319,324,329,334],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Corporate identification and recitals","Opens the resolution by identifying the company's full legal name, state or province of incorporation, and the factual background that prompted the board's decision to act.","WHEREAS, [COMPANY LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] (the 'Company'), employs [EMPLOYEE FULL NAME] as [JOB TITLE]; and WHEREAS, the Board has determined that it is in the best interests of the Company to terminate [EMPLOYEE FULL NAME]'s employment effective [DATE];","Using a trade name instead of the registered corporate entity name. If the company name on the resolution doesn't match the employment agreement or payroll records, the document's authority can be challenged.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Meeting date, quorum, and vote confirmation","States when and how the board convened — in person, virtually, or by written consent — confirms that quorum was achieved, and records how each director voted.","A [special / regular / written consent] meeting of the Board of Directors of the Company was held on [DATE]. A quorum of [NUMBER] out of [TOTAL NUMBER] directors was present. The following resolution was adopted by a vote of [X] in favor, [Y] opposed, and [Z] abstaining.","Failing to confirm quorum. A resolution passed without quorum is void under most corporate statutes, meaning the termination lacks valid corporate authority regardless of what the document says.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Termination decision and effective date","The operative clause — the board's actual decision to terminate employment, naming the employee, stating whether it is for cause or without cause, and specifying the exact effective date.","RESOLVED, that the employment of [EMPLOYEE FULL NAME] as [JOB TITLE] of the Company is hereby terminated, [with / without] cause, effective [DATE] (the 'Termination Date').","Omitting whether the termination is for cause or without cause. This distinction determines severance obligations and the company's legal exposure, and leaving it unspecified creates ambiguity that employees exploit in wrongful dismissal claims.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Basis for termination (cause, if applicable)","When terminating for cause, this clause documents the specific grounds — misconduct, breach of contract, gross negligence, fraud — that justify dismissal without severance.","WHEREAS, [EMPLOYEE FULL NAME] has engaged in [DESCRIPTION OF CONDUCT], which constitutes [gross negligence / willful misconduct / material breach of the Employment Agreement dated [DATE]], as documented in [REFERENCE TO INVESTIGATION OR RECORDS];","Documenting cause grounds that are too vague to withstand legal scrutiny — phrases like 'performance issues' without specific documented incidents. Courts require particularized, documented facts to sustain a for-cause termination.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Severance and final compensation authorization","Authorizes the specific compensation — severance pay, notice pay, unused vacation payout, and benefits continuation — to be paid to the employee upon termination, and designates the officer responsible for executing the payment.","RESOLVED FURTHER, that the Company shall pay [EMPLOYEE FULL NAME] severance in the amount of $[AMOUNT], representing [X weeks/months] of base salary, plus accrued and unused vacation of [X] days, payable on [DATE], subject to execution of a release of claims in a form approved by legal counsel.","Authorizing a severance amount in the resolution that conflicts with the formula in the employment agreement. The lower of the two amounts may control in the employee's favor, creating a dispute even after the resolution is signed.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Return of company property and system access","Directs the employee to return all company property — devices, records, access credentials — by the effective date, and authorizes IT and HR to revoke access on or before termination.","RESOLVED FURTHER, that [EMPLOYEE FULL NAME] shall return all Company property, including without limitation electronic devices, records, and access credentials, no later than [DATE], and that the Company's IT department is authorized to revoke all system access effective [DATE AND TIME].","Setting the access revocation date after the effective termination date. A terminated employee retaining system access after their last day creates data security and trade-secret exposure.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Confidentiality and post-employment obligations reminder","Reaffirms that the terminated employee's post-employment obligations — confidentiality, non-compete, non-solicitation, and IP assignment — survive the termination and remain enforceable.","RESOLVED FURTHER, that [EMPLOYEE FULL NAME]'s obligations under Sections [X] (Confidentiality), [X] (Non-Solicitation), and [X] (Intellectual Property Assignment) of the Employment Agreement dated [DATE] shall survive the termination of employment and continue in full force and effect.","Omitting this clause on the assumption that the employment agreement already covers it. The resolution is an independent corporate record — including the reminder signals that the board was aware of and intended to preserve these obligations.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Authorization of officers to implement the decision","Delegates authority to one or more named officers — typically the CEO, CFO, or HR director — to sign termination letters, process final pay, execute any separation agreement, and take all steps needed to carry out the board's decision.","RESOLVED FURTHER, that the [CEO / President / HR Director] of the Company is hereby authorized and directed to execute and deliver all documents, notices, and payments required to effectuate the foregoing termination, including a written termination letter and any required separation agreement.","Authorizing 'any officer' without naming a specific person. Broad delegations create confusion about who is responsible and can slow execution of a time-sensitive termination.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Director signatures and date of execution","Closes the resolution with the signature lines for each director who voted in favor, the date each director signed, and — where written consent is used — a confirmation that all required directors have signed.","IN WITNESS WHEREOF, the undersigned directors of [COMPANY LEGAL NAME], constituting [a quorum of / all of] the Board of Directors, have executed this Resolution as of [DATE]. [DIRECTOR NAME], Director _______________ Date: _______________","Having only one director sign a resolution that requires a majority vote. A single signature does not evidence a board decision — it looks like a unilateral management action and will not survive governance scrutiny.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Confirm board authority is required","Review the employee's employment agreement, your corporate bylaws, and any shareholder agreement to confirm whether board authorization is required before this termination can proceed. Not every termination requires a board resolution — but officer and executive terminations almost always do.","If the employee was appointed by a board resolution, assume a board resolution is required to undo that appointment. Check the original appointment resolution for specific removal procedures.",{"step":346,"title":347,"description":348,"tip":349},2,"Enter the company's full legal name and incorporation details","Use the exact registered corporate name — including LLC, Inc., Corp., or Ltd. suffix — and the state or province of incorporation. Cross-reference your certificate of incorporation or articles.","Mismatches between the resolution and the employment agreement are a common source of enforceability challenges. Use the same legal name that appears on the employee's contract.",{"step":351,"title":352,"description":353,"tip":354},3,"Record the meeting date and quorum confirmation","State whether this is a regular, special, or written-consent resolution. Count the directors present or signing and confirm the number meets quorum under your bylaws. Record each director's vote — in favor, opposed, or abstaining.","For urgent terminations, a written consent resolution signed by all directors is the fastest path to valid board authority — no meeting scheduling required in most jurisdictions.",{"step":356,"title":357,"description":358,"tip":359},4,"Complete the termination clause with the effective date","Name the employee and their exact job title. State explicitly whether the termination is for cause or without cause. Enter the precise effective date — which may be the same day, end of notice period, or a date specified by the employment agreement.","Align the effective date with the pay date calculation in the severance clause to avoid an unintended gap or overlap in compensation obligations.",{"step":361,"title":362,"description":363,"tip":364},5,"Document cause grounds (if applicable)","If terminating for cause, describe the specific conduct in the recitals — referencing investigation findings, written warnings, or documented incidents. Vague descriptions will not support a for-cause defense in litigation.","Attach supporting documentation (investigation report, performance improvement plan, incident log) as an exhibit to the resolution rather than embedding full details in the operative text.",{"step":366,"title":367,"description":368,"tip":369},6,"Authorize the severance and final pay amounts","Enter the exact severance figure, calculation basis (e.g., 8 weeks of base salary at $X/week), vacation payout, and payment date. Confirm this figure meets or exceeds the statutory and contractual minimums for the employee's jurisdiction.","Include the condition that severance is payable only upon execution of a release of claims — this is standard practice and significantly reduces wrongful dismissal exposure.",{"step":371,"title":372,"description":373,"tip":374},7,"Name the authorized officer and collect director signatures","Designate a specific officer by title and name to execute the termination letter and related documents. Then collect signatures from all directors who voted in favor, with the date of signing for each.","Store the fully executed resolution in the corporate minute book before the termination letter is delivered. The resolution should precede — not follow — the employee notification.",{"step":376,"title":377,"description":378,"tip":379},8,"Deliver the termination letter and initiate offboarding","Once the resolution is executed, the authorized officer delivers the written termination letter, initiates payroll processing for final pay and severance, and coordinates IT access revocation and property return per the resolution's instructions.","Keep a timestamped record of when the termination letter was delivered — in person, by email, or by courier — as the delivery date may affect notice period calculations and claim limitation periods.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Executing the resolution after the termination letter is already delivered","A board resolution that post-dates the termination letter shows the corporate authority was created retroactively — courts and arbitrators treat this as evidence of a governance failure, weakening the company's position in wrongful dismissal litigation.","Execute and file the board resolution before or simultaneously with delivering the termination letter. Use written consent procedures when speed is required.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting cause vs. no-cause distinction","Leaving the termination type unspecified forces courts to interpret the circumstances — and ambiguity in employment documents is routinely resolved against the drafter, the employer.","State explicitly in the operative clause whether the termination is 'with cause' or 'without cause,' and ensure that characterization is consistent with the severance terms, the termination letter, and any separation agreement.",{"mistake":390,"why_it_matters":391,"fix":392},"Using a quorum that falls short of bylaw requirements","A resolution passed without a valid quorum is void, meaning the company technically never authorized the termination — creating personal liability exposure for the officers who carried it out.","Count the directors available and confirm the number against your bylaws' quorum threshold before scheduling the vote. If quorum cannot be achieved, use written consent signed by the required majority.",{"mistake":394,"why_it_matters":395,"fix":396},"Failing to condition severance on a signed release","Paying severance without requiring a release of claims gives the employee full payment and leaves the company exposed to a wrongful dismissal lawsuit — the employee has nothing left to trade.","Add a standard condition: 'Severance is contingent upon [EMPLOYEE NAME]'s execution of a Separation Agreement and Release of Claims in a form acceptable to the Company.' Pair the resolution with a separate separation agreement.",{"mistake":398,"why_it_matters":399,"fix":400},"Authorizing severance below the statutory minimum","If the board-authorized amount is less than what employment standards legislation requires, the statutory minimum applies regardless — and the employee may claim the shortfall plus penalties.","Before completing the severance clause, confirm the minimum severance or notice entitlement under the applicable jurisdiction's employment standards act and ensure the authorized amount meets or exceeds it.",{"mistake":402,"why_it_matters":403,"fix":404},"Revoking system access before notifying the employee","Locking an employee out of systems before the termination meeting effectively announces the termination — triggering immediate legal response, sometimes before the company is prepared, and can support a constructive dismissal narrative.","Schedule access revocation to occur at the same time as or immediately after the notification meeting, not in advance. The resolution should specify a time of day, not just a date.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a board resolution to terminate an employee?","A board resolution to terminate an employee is a formal corporate document that records the board of directors' official decision to end a specific employee's — typically an officer's or executive's — employment. It establishes that the termination was properly authorized at the board level, documents the vote and quorum, and creates a binding internal record for legal, HR, and governance purposes. It is distinct from a termination letter, which is the external document delivered to the employee.\n",{"question":410,"answer":411},"When is a board resolution required to terminate an employee?","A board resolution is typically required when the employee being terminated holds a position that was originally appointed by the board — such as CEO, CFO, COO, or another named officer. It is also required when the company's bylaws, the employee's employment agreement, or a shareholder agreement mandates board approval before termination. For rank-and-file employees managed by operational staff, a board resolution is generally not necessary.\n",{"question":413,"answer":414},"What is the difference between a board resolution and a termination letter?","A board resolution is an internal corporate governance document that authorizes the decision to terminate — it is filed in the minute book and establishes the company's legal authority to act. A termination letter is the external communication delivered to the employee that formally notifies them of the termination, the effective date, and severance or notice entitlements. Both documents are needed for an officer-level termination: the resolution must precede the letter.\n",{"question":416,"answer":417},"Does a board resolution need to be signed by all directors?","Not necessarily. Most corporate statutes require a majority of directors present at a duly constituted meeting to pass a resolution, provided quorum is met. For a written consent resolution in lieu of a meeting, many jurisdictions require signatures from all directors — or at least the number needed to constitute a majority. Check your jurisdiction's corporate statute and your company's bylaws for the exact threshold.\n",{"question":419,"answer":420},"Can a board resolution be passed by written consent instead of a meeting?","Yes, in most jurisdictions. Written consent resolutions allow directors to authorize a decision by signing a document rather than convening a formal meeting. This is particularly useful for urgent terminations where scheduling a board meeting is impractical. The written consent must typically be signed by the number of directors sufficient to constitute a quorum or a majority, and the signed document must be filed in the corporate minute book.\n",{"question":422,"answer":423},"Should the board resolution specify severance?","Yes. Including the authorized severance amount — or explicitly confirming that severance will be paid per the employment agreement's formula — demonstrates that the board reviewed and approved the financial implications of the termination. It also provides the authorized officer with a clear mandate and limits their discretion to deviate from the board's intentions. Always condition severance payment on the employee's execution of a release of claims.\n",{"question":425,"answer":426},"Does a board resolution protect the company from wrongful dismissal claims?","A properly executed board resolution significantly strengthens the company's legal position by demonstrating that the termination was deliberate, authorized at the correct governance level, and documented before action was taken. However, it does not immunize the company from all claims — if the termination was discriminatory, retaliatory, or otherwise unlawful, the resolution documents the decision but does not cure the underlying legal violation. Legal review is recommended for high-risk terminations.\n",{"question":428,"answer":429},"What happens if the board resolution is not executed before the employee is notified?","Retroactive board resolutions are a significant governance red flag. A resolution dated after the termination letter was delivered suggests the company acted without proper authority and is now creating paper to cover the gap. In litigation, this sequence undermines the company's credibility and may support the employee's claim that proper procedures were not followed. Always complete the resolution first, even using emergency written consent procedures.\n",{"question":431,"answer":432},"Do I need a lawyer to prepare a board resolution to terminate an employee?","For straightforward officer terminations with clear contractual severance terms and no performance or misconduct disputes, a well-drafted template is a solid starting point. Legal review is strongly recommended when the termination is for cause and may be contested, when severance exposure is material, when the employee is also a shareholder, or when the employee works in a jurisdiction with complex statutory obligations. A 1–2 hour attorney review typically costs $300–$600 and is cost-effective relative to wrongful dismissal exposure.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Technology / SaaS","industry-saas","IP assignment and system access revocation are critical in tech terminations; the resolution should explicitly authorize immediate credential revocation and reference surviving IP assignment obligations.",{"industry":439,"icon_asset_id":440,"specifics":441},"Financial Services","industry-fintech","Regulatory notification obligations — FINRA U5 filings, FCA notifications — may be triggered by officer terminations; the resolution should authorize the compliance officer to make required regulatory disclosures.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare","industry-healthtech","Termination of credentialed or licensed clinical officers may require notifications to licensing boards; the resolution should authorize the compliance function to manage those filings alongside the corporate action.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional Services","industry-professional-services","Client non-solicitation obligations are particularly significant when terminating a senior professional with active client relationships; the resolution should expressly reaffirm those post-employment restrictions.",[451,454,457,461],{"vs":238,"vs_template_id":452,"summary":453},"employee-termination-letter-D504","A termination letter is the external document delivered to the employee notifying them of the decision. A board resolution is the internal corporate authority document that authorizes the decision. The resolution must be completed first; the termination letter operationalizes it. Delivering a termination letter without a preceding board resolution for an officer-level hire leaves a governance gap.",{"vs":254,"vs_template_id":455,"summary":456},"separation-agreement-and-release-D13300","A separation agreement is a bilateral contract between the company and the departing employee that settles all claims in exchange for severance. A board resolution is a unilateral corporate document that authorizes the termination decision. Both are typically used together for executive terminations — the resolution authorizes the action, and the separation agreement closes the legal exposure.",{"vs":458,"vs_template_id":459,"summary":460},"Board Resolution to Appoint an Officer","D{BOARD_RESOLUTION_APPOINT_OFFICER_ID}","A board resolution to appoint an officer creates the employment or officer relationship with corporate authority. A board resolution to terminate reverses that decision with equal formality. Using the same governance mechanism for both appointment and termination creates a clean, symmetrical corporate record that withstands scrutiny.",{"vs":258,"vs_template_id":462,"summary":463},"layoff-letter-D12729","A layoff letter is an operational HR document used for staff-level reductions in force and does not, on its own, constitute corporate board authority. A board resolution to terminate is required specifically for officer and executive positions where the board's explicit authorization is mandated by bylaws or employment agreements. Large-scale reductions affecting multiple non-officer employees can typically proceed with management authority alone.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Officer terminations without cause where the employment agreement specifies clear severance terms and no dispute is anticipated","Free","30–60 minutes",{"best_for":470,"cost":471,"time":472},"Senior executive terminations with material severance, contested cause grounds, or employees who are also shareholders","$300–$800","1–3 days",{"best_for":474,"cost":475,"time":476},"C-suite dismissals with litigation risk, multi-jurisdiction employment, regulatory notification obligations, or equity clawback provisions","$1,500–$5,000+","3–10 business days",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","At-will employment allows termination without cause in most states, but board resolutions remain critical to establish corporate authority for officer-level dismissals. Delaware General Corporation Law §142 requires that officers be appointed and removed per bylaws, meaning a resolution is the standard mechanism. Non-compete enforceability and WARN Act notice obligations (for employers with 100+ employees) must be reviewed before the effective date is set.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Canadian officers and executives are entitled to reasonable notice of termination or pay in lieu, which common law can extend to 12–24 months for senior leaders. The board resolution's severance clause must meet or exceed provincial Employment Standards Act minimums as well as any additional common-law entitlement. In Quebec, the Civil Code governs employment relationships and imposes additional protections; French-language documentation may be required for provincially regulated employers.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","Under UK company law, a director who is also an employee holds two separate roles — director and employee — and removing them from the board does not automatically terminate employment. A separate board resolution addressing the employment termination is therefore required alongside any board removal procedure under the Companies Act 2006. Statutory minimum notice (one week per year of service after two years) applies, and unfair dismissal claims are available to employees with two or more years of continuous service.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","EU member states impose some of the strongest employee protections globally, with mandatory consultation periods, works council notifications in many countries, and statutory severance minimums that often exceed contractual provisions. In France, Germany, and Spain, terminating an executive without following prescribed administrative procedures can render the termination invalid regardless of the board's authority. The EU Transparent and Predictable Working Conditions Directive also requires that any post-employment restrictions (non-compete, non-solicitation) be communicated and compensated in compliance with national law.",[239,255,239,499,500,501,239,502,503,504,505,506],"employment-agreement-executive-D543","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement_at-will-employee-D541","job-offer-letter-long-D12769","employee-handbook-D712","how-to-create-a-performance-improvement-plan-D12564","severance-agreement-D525",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":509,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":519},"business-administration","board-governance","resolution","general","all-stages",[515,516,517,518,106],"governance","hr","legal","board-resolution",0.95,"\u003Ch2>What is a Board Resolution to Terminate an Employee?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution to Terminate an Employee\u003C/strong> is a formal corporate governance document that records the board of directors' binding decision to end a specific individual's employment. It identifies the company and the affected employee, confirms that the board convened with valid quorum and conducted a proper vote, states whether the termination is for cause or without cause, authorizes any severance or final compensation to be paid, and delegates implementation authority to a named officer. Unlike the termination letter delivered to the employee, the resolution is an internal corporate record filed in the minute book — it establishes that the company had proper authority to act and that the decision was made at the right governance level before any action was taken.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a board resolution, an officer or executive termination lacks the corporate authority that bylaws, employment agreements, and corporate statutes typically require — and that gap becomes the first line of attack in any wrongful dismissal or breach of contract claim. Courts and arbitrators scrutinize whether the correct decision-making body approved the action, whether quorum was met, and whether the resolution predated the employee's notification. A missing or retroactively signed resolution signals procedural failure, weakens the company's legal position, and can expose individual directors and officers to personal liability for acting without authority. For terminations involving material severance, cause grounds, or employees who hold equity, the resolution also creates the paper trail that auditors, insurers, and future investors will expect to find in the corporate minute book. This template gives you a complete, board-ready document that covers every required element — from recitals through signature blocks — so you can execute the decision with the governance formality it demands.\u003C/p>\n",1781186033038]