in reply <<Why should Directors have contracts? What protection does it really offer you since most states have "employment at will" rules?>> The contract over-rides so called employment at will. I guess the reason for a director having a contract is that a director is in a 'high-risk" profession, he or she is judged pretty much on a subjective basis by a board and president that changes from year to year. The contract, if correctly drawn, avoids any problems with vacation pay and the like.