Free Director Service Agreement Template

APPOINTMENT

The Company appoints the Director as Chief Executive Officer based at London (with UK and international travel as required), with effect from 2026-04-01. This appointment is on a continuous rolling basis. The Director's appointment to the Board of Directors is separately governed by the Companies Act 2006 and the Company's articles of association; the Director acknowledges that ceasing to hold office as a director (by resignation, disqualification under the Company Directors Disqualification Act 1986, removal under s.168 Companies Act 2006, or otherwise) shall entitle the Company to terminate this Agreement forthwith.

DUTIES AND RESPONSIBILITIES

The Director shall carry out the executive management of the Company's business, together with such other duties commensurate with the role as the Board may reasonably require from time to time. The Director shall at all times comply with the general duties of a director under sections 170-177 of the Companies Act 2006: duty to act within powers (s.171); duty to promote the success of the Company (s.172); duty to exercise independent judgement (s.173); duty to exercise reasonable care, skill and diligence (s.174); duty to avoid conflicts of interest (s.175); duty not to accept benefits from third parties (s.176); and duty to declare interest in proposed transactions (s.177). The Director shall also comply with the Company's articles of association, any shareholders' agreement, and all applicable laws and regulations (including the Bribery Act 2010). The Director reports to Board of Directors (Chair — Victoria Hayes).

REMUNERATION AND BENEFITS

Salary: £180,000 per annum GBP, payable in equal monthly instalments in arrears by BACS, subject to PAYE and National Insurance. The salary shall be reviewed annually in April; the Company is under no obligation to increase it.

Holiday: 30 days per annum plus public holidays (pro-rated for part-year).

Pension: 10% employer contribution into the Company group personal pension plan in accordance with the Company's obligations under the Pensions Act 2008.

Private medical insurance: Family cover provided under the Company's PMI scheme (benefit-in-kind reportable under ITEPA 2003).

Death-in-service benefit: Four (4) times annual basic salary, provided under a qualifying registered group-life scheme (subject to the Director meeting the insurer's eligibility requirements).

Performance bonus: Annual cash bonus of up to 30% of basic salary, at the Remuneration Committee's discretion against agreed KPIs. The bonus is discretionary and any payment in one year creates no contractual entitlement in future years.

Share options / equity: EMI options over 2% of issued share capital, 4-year vesting with 1-year cliff, subject to plan rules. Grant, vesting and exercise are subject to separate plan rules, HMRC rules (where tax-advantaged) and any shareholders' agreement.

Company car / allowance: £750 per month gross car allowance. Taxable as a benefit in kind under ITEPA 2003 Chapter 6 where applicable.

NOTICE PERIOD

By the Company to the Director: 12 months written notice.

By the Director to the Company: 6 months written notice.

Statutory minimum notice under section 86 of the Employment Rights Act 1996 shall apply where greater than the contractual period.

Garden leave: During any notice period (of either party) the Company may place the Director on garden leave, requiring the Director to remain away from the Company's premises, to take no part in the business, and (if required) to resign any directorship held in the Company or its group, while remaining employed and bound by all obligations under this Agreement (including the duty of good faith and fidelity, and the duties under sections 170-177 CA 2006 for so long as the Director holds office).

Payment in lieu of notice: The Company may, at its discretion, terminate this Agreement at any time by paying a sum equal to the Director's basic salary (only) for the unexpired portion of the notice period. Such payment shall be subject to deductions for income tax and NIC and (where applicable) shall constitute Post-Employment Notice Pay ("PENP") under sections 402A-402F of ITEPA 2003.

TERMINATION FOR CAUSE

Without prejudice to any other right of termination, the Company may terminate this Agreement summarily, without notice or payment in lieu, if the Director: (a) commits any act of gross misconduct or material breach of this Agreement or of the Director's duties under the Companies Act 2006; (b) is convicted of any criminal offence involving dishonesty or otherwise likely to bring the Company into serious disrepute; (c) becomes bankrupt or subject to an individual voluntary arrangement, or is disqualified as a director under the Company Directors Disqualification Act 1986; (d) is guilty of serious negligence, wilful misconduct or persistent serious underperformance; or (e) commits a material breach of the Bribery Act 2010 or any applicable anti-corruption policy.

OUTSIDE INTERESTS AND CONFLICTS

The Director must obtain prior written approval from the Board before accepting any external directorship, consultancy, paid engagement or any appointment that may give rise to a conflict of interest. The Board will not unreasonably withhold approval for non-competitive non-executive roles. The Director shall comply at all times with sections 175 (duty to avoid conflicts) and 177 (duty to declare interest in proposed transactions) of the Companies Act 2006. The Director shall maintain a register of personal and related-party interests and shall update it promptly on any change.

ANTI-BRIBERY AND ANTI-CORRUPTION

The Director shall comply strictly with the Bribery Act 2010 (including the offences under sections 1, 2, 6 and 7) and with the Company's anti-bribery and anti-corruption policies as updated from time to time. The Director shall not offer, promise, give, request, agree to receive or accept any financial or other advantage intended to induce or reward the improper performance of any function. The Director shall co-operate with any investigation by the Serious Fraud Office, the Financial Conduct Authority or any other competent authority.

DIRECTORS' AND OFFICERS' INSURANCE

The Company shall, during the term of this Agreement and for at least six (6) years afterwards, maintain directors' and officers' liability insurance covering the Director on commercial terms reasonable at the time of renewal. The Company may also, to the fullest extent permitted by sections 232-238 of the Companies Act 2006, indemnify the Director against liabilities incurred in connection with the Director's role (qualifying third-party indemnity provision).

WORKING TIME AND EXPENSES

The Director shall devote such time and attention to the Company's business as is necessary for the proper performance of the role. Given the senior executive nature of the role, the Director is an "unmeasured worker" and the Director opts out of the 48-hour weekly working time limit under regulation 5 of the Working Time Regulations 1998 (subject to revocation on 3 months' written notice). The Company shall reimburse all reasonable and properly documented expenses incurred by the Director in the proper performance of the role, in accordance with the Company's expenses policy from time to time.

INTELLECTUAL PROPERTY

All intellectual property rights (including without limitation patents, trade marks, copyright, database rights, design rights, rights in confidential information and know-how) created, developed, discovered, made or reduced to writing by the Director during the term of this Agreement, whether alone or jointly, and whether or not in the course of duties, shall vest in and be the sole property of the Company, and the Director hereby assigns to the Company with full title guarantee, by way of present assignment of future rights, all such rights throughout the world for the full term of protection. The Director waives all moral rights to the extent permitted by law and agrees to execute such further documents as the Company may reasonably require to perfect its ownership.

CONFIDENTIALITY

The Director shall not, during or after the term of this Agreement, disclose to any third party or use for any purpose other than the Company's business any confidential information belonging to the Company or any Group company, except as required by law, with prior written consent of the Board, or as a protected disclosure under the Public Interest Disclosure Act 1998. Confidential information includes (without limitation) trade secrets within the meaning of regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018, client and supplier lists, pricing, business strategy, financial information, personnel information, and technical data. This obligation of confidentiality continues without limit in time.

POST-TERMINATION RESTRICTIONS

The following post-termination restrictions apply (intended to protect the Company's legitimate business interests within the principles of Herbert Morris Ltd v Saxelby [1916] 1 AC 688 and as reasonable within the test in Tillman v Egon Zehnder Ltd [2019] UKSC 32). Any period of garden leave served shall count towards (and reduce) the corresponding restricted period.

Non-compete (12 months): The Director shall not be directly or indirectly engaged, concerned or interested in any business that competes, or is about to compete, with any business of the Company or any Group company in which the Director was materially concerned during the 12 months preceding termination within the United Kingdom and any country where the Company actively traded during the 12 months preceding termination.

Non-solicitation of clients (12 months): The Director shall not solicit or endeavour to entice away the custom of any client or prospective client of the Company with whom the Director had material dealings in the 12 months preceding termination.

Non-dealing (same 12 months): The Director shall not, in competition with the Company, deal with any such client or prospective client of the Company.

Non-solicitation of staff (12 months): The Director shall not solicit or entice away any senior employee or contractor of the Company with whom the Director had material dealings in the 12 months preceding termination.

DATA PROTECTION

The Company shall process the Director's personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018 on the legal bases of contract (Art. 6(1)(b)), legal obligation (Art. 6(1)(c) — Companies Act 2006 public registers and Companies House filings; PAYE and NIC), and legitimate interests (Art. 6(1)(f)). Certain information concerning the Director (including service address, occupation and date of birth) will be filed with Companies House and publicly available. Special-category data shall be processed under Art. 9(2)(b) and Schedule 1 Part 1 of the Data Protection Act 2018.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales and (for employment-type claims) the Employment Tribunal.

GENERAL PROVISIONS

Entire agreement: This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior negotiations. Variation: No amendment shall be binding unless made in writing and signed by both parties. Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force. Third parties: The Contracts (Rights of Third Parties) Act 1999 is excluded save that any Group company may enforce the provisions of any confidentiality, IP and restrictive-covenant clauses. Counterparts: This Agreement may be executed in counterparts.