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Executive / Director Service Agreement Template — Ireland
Hiring or onboarding a CEO, executive director or other C-suite executive in Ireland? Our free Executive Service Agreement template is drafted to the Companies Act 2014, the Terms of Employment (Information) Acts 1994-2014 and the Unfair Dismissals Acts 1977-2015. The free version covers the role, remuneration, term, notice and during-term restraints. Expert unlocks KEEP share options (recently extended to 31 December 2028), garden leave and PILON, the post-termination restrictive covenants deed (Murgitroyd v Purdy), section 235 director indemnification, change-of-control / Good Leaver / Bad Leaver equity treatment, and IP / inventions assignment.
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EXECUTIVE / DIRECTOR SERVICE AGREEMENT
Companies Act 2014 + Terms Of Employment (Information) Acts 1994-2014 — Ireland
COMPANY
Liffey Digital Group Limited
14-16 Lower Mount Street, Dublin 2, D02 KF42
CRO 612345
CRO 612345
By: Aisling Byrne, Chair of the Board
EXECUTIVE
Cathal Walsh
7 Ailesbury Road, Dublin 4, D04 X3F2
By: Cathal Walsh, Chief Executive Officer (designate)
Role: Chief Executive Officer
Base salary: €180000
This Executive / Director Service Agreement (the "Agreement") is made between the Company and the Executive identified above. The Agreement is governed by the Companies Act 2014, the Terms of Employment (Information) Acts 1994-2014, the Unfair Dismissals Acts 1977-2015, the Sick Leave Act 2022 and the Work Life Balance and Miscellaneous Provisions Act 2023. The Executive's statutory duties as a director (sections 224A-228 of the Companies Act 2014) apply throughout.
1.
APPOINTMENT
The Company appoints the Executive as Chief Executive Officer, reporting to The Board of Directors, and the Executive accepts the appointment on the terms of this Agreement. The Executive shall comply with the statutory duties of a director under Chapter 2 of Part 5 of the Companies Act 2014 (sections 224A-228) and with the Company's policies, code of conduct and Board directions.
2.
DUTIES AND RESPONSIBILITIES
Lead the strategic direction of the Group; manage the executive team; report quarterly to the Board on financial and operational performance; represent the Group externally with investors, customers and the press; comply with all duties of a director under Chapter 2 of Part 5 of the Companies Act 2014 (sections 224A-228).
Place of work: The Company's registered office at 14-16 Lower Mount Street, Dublin 2, with hybrid working of up to 2 days per week from the Executive's home, subject to Board policy. International travel as reasonably required..
Place of work: The Company's registered office at 14-16 Lower Mount Street, Dublin 2, with hybrid working of up to 2 days per week from the Executive's home, subject to Board policy. International travel as reasonably required..
3.
DURING-TERM RESTRICTIONS AND UNDIVIDED ATTENTION
During the Term, the Executive shall devote substantially all working time and attention to the business of the Company, shall not engage in any other paid employment without the prior written consent of the Board, and shall not be a director, member, partner, employee, agent or consultant of any business that competes with the Company. The Executive may serve as a non-executive director of one external entity (subject to no material conflict of interest and prior Board notification).
4.
REMUNERATION
Base salary: €180000 per annum, payable monthly, in arrears, on the last working day of each calendar month, less statutory deductions (PAYE, PRSI, USC). Payroll registration with Revenue shall be effected on the Executive's PPS Number 1234567T.
Discretionary bonus: Subject to Board approval, the Executive shall be eligible for a discretionary annual cash bonus of up to 60% of base salary, based on financial performance (40%) and individual KPIs (60%). The Bonus is not contractual entitlement; the Board has absolute discretion on quantum and award.
Benefits: Pension: Company contribution of 10% of base salary to a personal retirement bond / PRSA. Healthcare: family-level Laya Healthcare or VHI cover. Car allowance: €15,000 per annum gross. Annual leave: 30 working days plus 9 public holidays. Sick pay: full salary for first 3 months (separate from statutory sick pay under the Sick Leave Act 2022). Mobile phone, laptop and home-office allowance.
Discretionary bonus: Subject to Board approval, the Executive shall be eligible for a discretionary annual cash bonus of up to 60% of base salary, based on financial performance (40%) and individual KPIs (60%). The Bonus is not contractual entitlement; the Board has absolute discretion on quantum and award.
Benefits: Pension: Company contribution of 10% of base salary to a personal retirement bond / PRSA. Healthcare: family-level Laya Healthcare or VHI cover. Car allowance: €15,000 per annum gross. Annual leave: 30 working days plus 9 public holidays. Sick pay: full salary for first 3 months (separate from statutory sick pay under the Sick Leave Act 2022). Mobile phone, laptop and home-office allowance.
5.
TERM AND NOTICE
The Term commences on 1 September 2026 for an indefinite term.
Notice: 6 months by either party in writing. The Company may terminate immediately for gross misconduct or material breach (without notice).
The Company may terminate immediately for gross misconduct, material breach of this Agreement, or any other matter justifying summary dismissal at common law, subject to compliance with the procedural standards required by the Unfair Dismissals Acts 1977-2015.
Notice: 6 months by either party in writing. The Company may terminate immediately for gross misconduct or material breach (without notice).
The Company may terminate immediately for gross misconduct, material breach of this Agreement, or any other matter justifying summary dismissal at common law, subject to compliance with the procedural standards required by the Unfair Dismissals Acts 1977-2015.
6.
VARIABLE AND LONG-TERM COMPENSATION
(a) KEEP share options: The Company shall grant the Executive share options under the Key Employee Engagement Programme (Finance Act 2018, Part 18A of the Taxes Consolidation Act 1997, as amended by Finance Act 2025 extending KEEP to 31 December 2028) over 250,000 ordinary shares at the market value strike price determined at grant. Options vest in equal annual tranches over four years and are exercisable until the earlier of (a) ten years from grant, (b) cessation of employment (with limited Good Leaver carve-outs), or (c) sale of the Company.
(c) Bonus clawback: Any bonus paid to the Executive in the preceding 3 years shall be repayable to the Company if (a) the audited accounts on which it was based are materially restated, (b) the Executive is found to have engaged in fraud, gross negligence or wilful misconduct in connection with the bonus or the results, or (c) the Executive is dismissed for gross misconduct.
(c) Bonus clawback: Any bonus paid to the Executive in the preceding 3 years shall be repayable to the Company if (a) the audited accounts on which it was based are materially restated, (b) the Executive is found to have engaged in fraud, gross negligence or wilful misconduct in connection with the bonus or the results, or (c) the Executive is dismissed for gross misconduct.
7.
GARDEN LEAVE AND PAY IN LIEU OF NOTICE
Garden leave: the Company may at any time during the notice period require the Executive to remain at home, refrain from contact with customers, suppliers or employees, and not access the Company's premises or systems, for a period of up to 6 months. The Executive shall continue to receive base salary and benefits during garden leave but shall be excluded from the discretionary bonus calculation for any period exceeding 60 days.
Pay in lieu of notice: The Company may, at its sole discretion at any time during the notice period, terminate the Agreement with immediate effect by paying the Executive a lump sum equal to the base salary that would have been payable during the unexpired portion of the notice period (less statutory deductions). Such payment is in lieu of notice and is not a damages payment.
Pay in lieu of notice: The Company may, at its sole discretion at any time during the notice period, terminate the Agreement with immediate effect by paying the Executive a lump sum equal to the base salary that would have been payable during the unexpired portion of the notice period (less statutory deductions). Such payment is in lieu of notice and is not a damages payment.
8.
POST-TERMINATION RESTRICTIVE COVENANTS
The Executive covenants with the Company that, in consideration of the salary, bonus opportunity and long-term compensation provided under this Agreement (acknowledged as adequate consideration), the Executive shall not, for the periods specified below following termination of the Term, in The Republic of Ireland and any other jurisdiction in which the Company actively trades and in which the Executive has had material involvement during the 12 months preceding termination.:
(a) Non-compete: for 12 months, be employed by, engaged by, or have any material interest in any business that competes with the Company in any segment in which the Executive had material involvement during the 12 months preceding termination;
(b) Non-solicit of customers: for 24 months, solicit, approach or accept business from any customer of the Company with whom the Executive dealt during the 12 months preceding termination;
(c) Non-solicit / non-poach of employees: for 24 months, solicit, induce or hire any employee of the Company who held a senior or specialist role during the 12 months preceding termination.
The parties acknowledge that these restraints (i) protect the legitimate proprietary interests of the Company in its customer connection, confidential information and workforce stability, (ii) go no further than necessary, and (iii) are reasonable in duration, geography and scope having regard to the Executive's seniority and the Murgitroyd v Purdy [2005] IEHC 159 / Net Affinity v Conaghan [2011] tests.
(a) Non-compete: for 12 months, be employed by, engaged by, or have any material interest in any business that competes with the Company in any segment in which the Executive had material involvement during the 12 months preceding termination;
(b) Non-solicit of customers: for 24 months, solicit, approach or accept business from any customer of the Company with whom the Executive dealt during the 12 months preceding termination;
(c) Non-solicit / non-poach of employees: for 24 months, solicit, induce or hire any employee of the Company who held a senior or specialist role during the 12 months preceding termination.
The parties acknowledge that these restraints (i) protect the legitimate proprietary interests of the Company in its customer connection, confidential information and workforce stability, (ii) go no further than necessary, and (iii) are reasonable in duration, geography and scope having regard to the Executive's seniority and the Murgitroyd v Purdy [2005] IEHC 159 / Net Affinity v Conaghan [2011] tests.
9.
INDEMNIFICATION (COMPANIES ACT 2014 S.235)
Indemnity: To the maximum extent permitted by section 235 of the Companies Act 2014, the Company shall indemnify the Executive against all costs, charges, expenses and liabilities incurred in defending any civil or criminal proceedings relating to anything done or omitted to be done in the discharge of the Executive's duties as a director or officer of the Company or any group company, in which judgment is given in the Executive's favour, the Executive is acquitted, or the court grants relief under section 233 of the Companies Act 2014.
The parties acknowledge that section 234 of the Companies Act 2014 voids any indemnity against liability for negligence, default, breach of duty or breach of trust by the Executive in relation to the Company itself.
DandO insurance: The Company shall maintain in force throughout the Term and for a period of 6 years thereafter a Directors and Officers liability insurance policy with a minimum aggregate limit of €5,000,000 (or such higher amount as is reasonable having regard to the Company's size and risk profile) covering the Executive in respect of any act or omission in the performance of the Executive's duties.
The parties acknowledge that section 234 of the Companies Act 2014 voids any indemnity against liability for negligence, default, breach of duty or breach of trust by the Executive in relation to the Company itself.
DandO insurance: The Company shall maintain in force throughout the Term and for a period of 6 years thereafter a Directors and Officers liability insurance policy with a minimum aggregate limit of €5,000,000 (or such higher amount as is reasonable having regard to the Company's size and risk profile) covering the Executive in respect of any act or omission in the performance of the Executive's duties.
10.
CHANGE-OF-CONTROL / GOOD LEAVER / BAD LEAVER
Change of Control: A "Change of Control" occurs when (a) any person or persons acting in concert (other than the existing shareholders or their affiliates) acquires more than 50% of the issued share capital of the Company; (b) the Company sells substantially all of its business or assets; or (c) the Company is the subject of a scheme of arrangement under Part 9 of the Companies Act 2014 resulting in a change of control.
Good Leaver: A "Good Leaver" is the Executive whose employment terminates by reason of (a) death, (b) ill-health or disability rendering the Executive unable to continue performing the role, (c) redundancy, (d) retirement at or after age 65, (e) dismissal by the Company without cause, or (f) a constructive dismissal accepted by the WRC. A Good Leaver retains all vested options and 50% of unvested options that would have vested in the 12 months following termination accelerate.
Bad Leaver: A "Bad Leaver" is the Executive whose employment terminates by reason of (a) resignation by the Executive (other than constructive dismissal), (b) dismissal for gross misconduct, fraud, or material breach of this Agreement, or (c) material breach of the post-termination restraints. A Bad Leaver forfeits all unvested options; the Company has the option to repurchase any vested shares at the lower of (i) acquisition cost and (ii) fair market value (per independent valuation).
Good Leaver: A "Good Leaver" is the Executive whose employment terminates by reason of (a) death, (b) ill-health or disability rendering the Executive unable to continue performing the role, (c) redundancy, (d) retirement at or after age 65, (e) dismissal by the Company without cause, or (f) a constructive dismissal accepted by the WRC. A Good Leaver retains all vested options and 50% of unvested options that would have vested in the 12 months following termination accelerate.
Bad Leaver: A "Bad Leaver" is the Executive whose employment terminates by reason of (a) resignation by the Executive (other than constructive dismissal), (b) dismissal for gross misconduct, fraud, or material breach of this Agreement, or (c) material breach of the post-termination restraints. A Bad Leaver forfeits all unvested options; the Company has the option to repurchase any vested shares at the lower of (i) acquisition cost and (ii) fair market value (per independent valuation).
11.
CONFIDENTIALITY, IP AND INVENTIONS
Confidentiality: the Executive shall keep confidential, both during the Term and indefinitely after termination, all confidential information of the Company and its group (including customer lists, pricing, financial information, technical know-how, business plans and trade secrets).
IP assignment: The Executive irrevocably assigns to the Company, with full title guarantee, by way of present assignment of future rights, all intellectual property rights (including without limitation copyright, patents, design rights, database rights, trade marks, know-how and trade secrets) in any work, invention, design, software, or other material created, developed or contributed to by the Executive at any time during the Term that relates to the business of the Company or any of its group companies, whether created during or outside working hours.
Moral rights waiver: The Executive hereby irrevocably waives, to the maximum extent permitted by law, all moral rights under sections 137-138 of the Copyright and Related Rights Act 2000 in any work, invention or material created during the Term, including the right of paternity and the right of integrity.
IP assignment: The Executive irrevocably assigns to the Company, with full title guarantee, by way of present assignment of future rights, all intellectual property rights (including without limitation copyright, patents, design rights, database rights, trade marks, know-how and trade secrets) in any work, invention, design, software, or other material created, developed or contributed to by the Executive at any time during the Term that relates to the business of the Company or any of its group companies, whether created during or outside working hours.
Moral rights waiver: The Executive hereby irrevocably waives, to the maximum extent permitted by law, all moral rights under sections 137-138 of the Copyright and Related Rights Act 2000 in any work, invention or material created during the Term, including the right of paternity and the right of integrity.
12.
STATUTORY ENTITLEMENTS
Nothing in this Agreement limits the Executive's statutory entitlements under the Organisation of Working Time Act 1997 (rest, leave, public holidays), the Sick Leave Act 2022 (paid statutory sick leave), the Work Life Balance and Miscellaneous Provisions Act 2023 (right to request remote/flexible work; medical care leave; domestic violence leave), the Protected Disclosures Act 2014 (as amended 2022) (whistleblowing), the Maternity Protection Acts 1994-2022, the Parental Leave Acts 1998-2019 and the Equality Acts 1998-2015. Any contractual entitlement under this Agreement is in addition to (and not in substitution for) the statutory entitlement.
13.
GENERAL PROVISIONS
Assignment: the Agreement is personal to the Executive and may not be assigned. The Company may assign to any group company or transferee on a sale or restructuring (TUPE rights apply where relevant).
Notices: any notice shall be in writing and delivered by hand, registered post or email with read receipt to the addresses given above.
Variation: any variation shall be in writing and signed by both parties.
Severability: if any provision (or part of a restraint in clause 8) is held void or unenforceable, the remaining provisions and the surviving part of the restraint continue in force.
Entire agreement: this Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior offer letters, negotiations and arrangements.
Notices: any notice shall be in writing and delivered by hand, registered post or email with read receipt to the addresses given above.
Variation: any variation shall be in writing and signed by both parties.
Severability: if any provision (or part of a restraint in clause 8) is held void or unenforceable, the remaining provisions and the surviving part of the restraint continue in force.
Entire agreement: this Agreement constitutes the entire agreement between the parties on its subject matter and supersedes all prior offer letters, negotiations and arrangements.
14.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of Ireland. The Workplace Relations Commission, the Labour Court and the Circuit / High Court have jurisdiction in respect of statutory employment claims; the courts of Ireland have exclusive jurisdiction over any contractual dispute.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
COMPANY
Aisling Byrne
Chair of the Board
Liffey Digital Group Limited
Date: ____________________
EXECUTIVE
Cathal Walsh
Chief Executive Officer (designate)
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is an Executive Service Agreement?
An Executive Service Agreement is the contract that governs the employment of senior executives — typically the CEO, CFO, COO and other C-suite roles who are also directors of the company. It combines the protections of an employment contract with the special obligations that apply to directors under the Companies Act 2014.
In Ireland, the relationship is governed by overlapping regimes: the Companies Act 2014 (director duties under sections 224A-228; service-contract approval under section 154; indemnification under sections 233-235), the Terms of Employment (Information) Acts 1994-2014, the Unfair Dismissals Acts 1977-2015, the Sick Leave Act 2022, the Work Life Balance and Miscellaneous Provisions Act 2023, and the Protected Disclosures Act 2014 (as amended in 2022).
A standard employment template (designed for line workers and middle managers) is materially insufficient for executives. It typically omits long-term compensation (KEEP, growth shares), garden leave and PILON, the post-termination restrictive covenants that protect the company's most valuable customer connections and confidential information, the section 235 director indemnification, and the leaver / change-of-control provisions that determine the real value of equity. Using a properly executive-tier template is the cheapest way to attract talent and avoid post-departure disputes.
What's Covered in This Template
The template combines an executive-grade employment contract with director-specific obligations, with Expert unlocking the sophisticated commercial protections.
Company & Executive
Identification with CRO, registered office, signatory and Executive role on signing.
Role & Responsibilities
Position, reporting line, key responsibilities, place of work and director duties.
Remuneration
Base salary, payment frequency, discretionary bonus structure and benefits package.
Term & Notice
Indefinite or fixed; section 154 shareholder approval for terms >2 years.
During-Term Restraints
Undivided attention, no-conflict and no-external-employment without consent.
KEEP Share Options (Expert)
Tax-efficient share options for SMEs, extended to 31 December 2028.
Growth Shares (Expert)
Alternative to KEEP for non-KEEP-eligible companies or larger equity grants.
Bonus Clawback (Expert)
Recovery of bonus paid on misstated results or for misconduct.
Garden Leave + PILON (Expert)
Cooling-off period during notice + optional immediate-termination payout.
Post-Termination Restraints (Expert)
Non-compete, non-solicit (customers + employees), Murgitroyd-compliant.
Section 235 Indemnification (Expert)
Company indemnity for director acting in good faith + D&O insurance.
Change-of-Control / Leaver (Expert)
Equity acceleration / forfeiture on Good Leaver / Bad Leaver / M&A.
IP / Inventions (Expert)
Present assignment of work product + moral rights waiver.
Statutory Entitlements
Sick leave, work-life balance, parental, equality — never reduced.
Governing Law & Jurisdiction
Irish law; WRC / Labour Court / Circuit Court / High Court depending on claim.
How to Create an Executive Service Agreement
Generate an institutional-grade Executive Service Agreement in minutes — then negotiate the Expert clauses with your Board and counterparty.
- 1
Identify Company and Executive
Provide legal names, CRO, registered office, addresses and signatories.
- 2
Define Role and Responsibilities
Role title, reporting line, key duties, place of work.
- 3
Configure Remuneration
Base salary, payment frequency, discretionary bonus and benefits.
- 4
Set Term and Notice
Indefinite or fixed; section 154 member approval if fixed >2 years.
- 5
Add Variable Compensation (Expert)
KEEP, growth shares, bonus clawback.
- 6
Configure Garden Leave + PILON (Expert)
Maximum garden leave period and PILON election.
- 7
Set Post-Termination Restraints (Expert)
Non-compete duration, non-solicit duration, geographic scope.
- 8
Add Indemnification, Leaver and IP (Expert)
Section 235 indemnity, D&O insurance, Change-of-Control, Good/Bad Leaver, IP assignment.
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Legal Considerations in Ireland
Executive employment in Ireland sits at the intersection of company law, employment law and tax law — each regime imposes mandatory protections and constraints.
This template is for information only and is not legal advice. Executive service agreements typically involve material long-term financial exposure on both sides; you should engage Irish employment and corporate solicitors and (for equity) Irish tax advisors before finalising.
Drafted for Companies Act 2014
Companies Act 2014 — Director Duties (s.228) and Service-Contract Approval (s.154)
Sections 224A-228 of the Companies Act 2014 codify the fiduciary and other duties of directors (act in good faith, in the interests of the company, with skill / care / diligence). Section 154 requires member approval (ordinary resolution) for any director service contract with a guaranteed term exceeding two years — without it, the excess is void. Section 235 permits indemnification for successful defence of proceedings (with section 234 voiding indemnity for negligence / breach of duty to the company itself).
KEEP (Key Employee Engagement Programme) — Extended to 31 December 2028
Introduced by Finance Act 2018 and extended most recently by Finance Act 2025 (with a commencement order signed 30 December 2025), KEEP is the most tax-efficient share-option scheme for unquoted Irish SMEs. Share options granted under KEEP are exempt from income tax on exercise (subject to annual €100,000 / lifetime €3m caps); the gain is taxed only at Capital Gains Tax rate (33%) on ultimate disposal. The scheme is now in force until 31 December 2028, subject to State Aid approval.
Murgitroyd v Purdy and Net Affinity v Conaghan — Restraint of Trade Test
Post-termination restraints are enforceable in Ireland only if reasonable. Murgitroyd v Purdy [2005] IEHC 159 and Net Affinity v Conaghan [2011] set the test: the restraint must (a) protect a legitimate proprietary interest (customer connection, confidential information, workforce stability), (b) go no further than necessary, and (c) be reasonable in duration, geography and scope. Irish norms for executives: non-compete 6-18 months, non-solicit 12-24 months. Over-drafted restraints are void in entirety unless the contract has a severability clause permitting blue-pencil deletion.
Unfair Dismissals Acts 1977-2015 + Sick Leave Act 2022 + Work Life Balance Act 2023
The Unfair Dismissals Acts 1977-2015 require fair procedures for dismissal (notice, written reasons, hearing, right of appeal). Failure exposes the company to WRC awards up to 2 years' remuneration. The Sick Leave Act 2022 introduced statutory sick pay (5 days in 2024, rising) — contractual sick pay is additional. The Work Life Balance Act 2023 introduced the right to request remote / flexible working, paid domestic violence leave (5 days) and unpaid medical care leave (5 days).
Section 235 Indemnification and D&O Insurance
Section 235 of the Companies Act 2014 permits the company to indemnify a director against liability incurred in defending proceedings, but ONLY where judgment is in their favour, they are acquitted, or the court grants relief under section 233. Section 234 voids any indemnity against liability for negligence, default, breach of duty or breach of trust in relation to the Company itself. The standard cover-the-gap mechanism is Directors & Officers (D&O) liability insurance, which covers both successful and unsuccessful proceedings — universal in Irish executive appointments and now expected by candidates as a hiring condition.
Copyright and Related Rights Act 2000 — IP Default and Moral Rights
Under section 17 of the Copyright and Related Rights Act 2000, copyright in works created in the course of employment vests in the employer. However, for executives whose creative work often crosses boundaries (out-of-hours, side projects), the default is ambiguous. An express present assignment of all work-related IP (sections 117-120) plus a moral rights waiver (sections 137-138) is the standard executive-grade cure.
Frequently Asked Questions
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