Director Employment Contract Template for Switzerland

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Key Requirements PROMPT example:

Director Employment Contract

"I need a Director Employment Contract for a newly appointed Chief Technology Officer joining our Swiss fintech startup, including share options and specific provisions for remote work arrangements starting March 1, 2025."

Document background
The Director Employment Contract is a crucial document used when appointing directors to Swiss companies, whether in executive or non-executive capacities. This agreement must comply with Swiss law, particularly the Swiss Code of Obligations and relevant corporate governance requirements. It serves to formalize the relationship between the company and the director, detailing their appointment terms, duties, remuneration, and obligations. The contract includes specific provisions required under Swiss law regarding social security, pension arrangements, and corporate responsibilities. It's particularly important as it combines elements of both employment law and corporate governance, addressing the unique position of directors who are both employees and corporate officers. The document should be used when appointing new directors or updating terms for existing directors, ensuring all aspects of the relationship are clearly defined and legally compliant.
Suggested Sections

1. Parties: Identification of the company and the director, including full legal names and addresses

2. Background: Context of the appointment and any relevant corporate authorizations

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the director position, effective date, and duration of appointment

5. Duties and Responsibilities: Comprehensive outline of director's duties, including statutory obligations and specific role requirements

6. Time Commitment: Expected working hours and availability requirements

7. Location: Primary work location and travel requirements

8. Remuneration: Base salary, bonus structure, and other financial benefits

9. Benefits: Insurance, pension, and other benefits provided

10. Expenses: Policy on business expenses and reimbursement

11. Vacation: Annual leave entitlement and conditions

12. Confidentiality: Obligations regarding company confidential information

13. Intellectual Property: Assignment of IP rights and related obligations

14. Data Protection: Handling of personal data and privacy obligations

15. Non-Competition: Post-employment restrictions and competition limitations

16. Termination: Grounds and procedures for contract termination

17. Return of Property: Obligations regarding company property upon termination

18. Governing Law: Confirmation of Swiss law application and jurisdiction

19. General Provisions: Standard boilerplate clauses including severability and entire agreement

Optional Sections

1. Director's Insurance: Details of D&O insurance coverage, used when the company provides separate insurance

2. Share Options: Terms of any share option or equity participation schemes, included when applicable

3. International Travel: Specific provisions for international assignments or travel, needed for multinational companies

4. Additional Directorships: Provisions regarding holding other board positions, important for non-executive directors

5. Change of Control: Provisions relating to company ownership changes, relevant for listed companies

6. Garden Leave: Provisions for placing the director on garden leave, useful for sensitive positions

7. Signing Authority: Specific powers of attorney and signing rights, needed for executive directors

8. Performance Metrics: Detailed performance evaluation criteria, useful for performance-based compensation

9. Compliance Obligations: Specific regulatory compliance requirements, important for regulated industries

Suggested Schedules

1. Schedule 1 - Job Description: Detailed outline of specific responsibilities and duties

2. Schedule 2 - Remuneration Package: Detailed breakdown of all compensation elements

3. Schedule 3 - Bonus Scheme: Details of performance-based compensation calculations

4. Schedule 4 - Company Policies: List of applicable company policies and procedures

5. Schedule 5 - Benefits Summary: Detailed description of all benefits and allowances

6. Appendix A - Share Option Terms: Detailed terms of any share option or equity participation

7. Appendix B - Confidentiality Agreement: Detailed confidentiality obligations and procedures

8. Appendix C - Corporate Authority Matrix: Overview of director's decision-making authority levels

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Professional Services

Real Estate

Energy

Telecommunications

Consumer Goods

Industrial

Life Sciences

Insurance

Banking

Transportation

Education

Construction

Media and Entertainment

Relevant Teams

Legal

Human Resources

Corporate Governance

Board Secretariat

Compliance

Finance

Executive Office

Corporate Affairs

Risk Management

Internal Audit

Relevant Roles

Executive Director

Non-Executive Director

Managing Director

Board Member

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Executive Board Member

Independent Director

Chairman of the Board

Vice Chairman

Departmental Director

Regional Director

Country Manager

General Manager

Industries
Swiss Code of Obligations (OR): Primary source of Swiss contract and employment law, containing fundamental provisions on employment contracts, directors' duties, and corporate governance (Articles 319-362, particularly Article 321 onwards)
Swiss Civil Code: Contains general legal principles and personality rights that affect employment relationships
Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations): Specific provisions regarding corporate governance and directors' responsibilities (particularly Articles 716-717)
Federal Act on Old Age and Survivors' Insurance (AHVG): Mandatory social security provisions that must be considered for director compensation and benefits
Federal Act on Occupational Old Age, Survivors' and Invalidity Pension Provision (BVG): Regulations regarding pension schemes and occupational benefits that apply to directors
Federal Act on Data Protection (FADP): Regulations concerning the handling of personal data in employment relationships
Federal Act on Labour Law (ArG): While directors are generally exempt from many provisions, certain aspects regarding health and safety still apply
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Relevant for provisions regarding change of control and corporate restructuring impacts on director positions
Swiss Criminal Code: Provisions regarding criminal liability of corporate directors and confidentiality obligations
Federal Act on the Implementation of International Sanctions: Relevant for compliance obligations of directors, particularly in international companies
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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