Executive Director Agreement Template for Switzerland

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Key Requirements PROMPT example:

Executive Director Agreement

"I need an Executive Director Agreement under Swiss law for appointing a new CFO to our listed pharmaceutical company, starting March 1, 2025, with specific provisions for equity compensation and international travel requirements."

Document background
The Executive Director Agreement is a crucial document used when appointing senior executives to leadership positions in Swiss companies. It serves as the primary contractual framework defining the relationship between the company and its executive directors, ensuring compliance with Swiss corporate law, particularly the Swiss Code of Obligations. This agreement is essential for both listed and private companies in Switzerland, covering key aspects such as appointment terms, compensation structure, fiduciary duties, and corporate governance requirements. The document needs to balance Swiss mandatory employment provisions with the specific needs of executive-level positions, including considerations for social security, tax implications, and stock exchange regulations where applicable.
Suggested Sections

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

2. Background: Context of the appointment and any relevant corporate history or circumstances

3. Definitions: Key terms used throughout the agreement, including specific Swiss law terminology

4. Appointment and Term: Terms of appointment, effective date, and duration (fixed-term or indefinite)

5. Duties and Responsibilities: Detailed description of executive role, reporting lines, and key responsibilities under Swiss law

6. Time Commitment: Expected working hours and dedication to the role, including any permitted outside activities

7. Compensation: Base salary, bonus structure, and other financial benefits in accordance with Swiss compensation regulations

8. Benefits and Expenses: Additional benefits, expense reimbursement policies, and insurance coverage

9. Social Security and Insurance: Mandatory Swiss social security contributions and insurance arrangements

10. Vacation and Leave: Holiday entitlement and other leave provisions under Swiss law

11. Confidentiality: Protection of company information and trade secrets

12. Intellectual Property: Ownership and protection of IP created during the term of appointment

13. Data Protection: Handling of personal data in compliance with Swiss data protection laws

14. Termination: Grounds and procedures for termination under Swiss law

15. Post-Termination Obligations: Continuing duties and restrictions after employment ends

16. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

17. Entire Agreement: Integration clause and relationship to other agreements

Optional Sections

1. Stock Options/Equity Participation: Details of any share-based compensation, relevant for listed companies or companies with equity incentive plans

2. International Travel: Specific provisions for executives with international responsibilities

3. Change of Control: Special provisions in case of company sale or merger

4. Garden Leave: Provisions for placing the executive on paid leave during notice period

5. Sign-on Bonus: One-time payment provisions for new executives

6. Relocation Assistance: Support for executives relocating to Switzerland

7. Competition Restrictions: Non-compete and non-solicitation provisions (subject to Swiss law restrictions)

8. Corporate Governance Requirements: Additional provisions for listed companies subject to Swiss stock exchange regulations

9. Multiple Board Positions: Provisions regarding holding multiple directorships

10. Language Requirements: Language proficiency requirements and official communication language

Suggested Schedules

1. Schedule 1 - Position Description: Detailed outline of role, responsibilities, and performance expectations

2. Schedule 2 - Compensation Structure: Detailed breakdown of salary, bonus calculations, and other financial benefits

3. Schedule 3 - Benefits Package: Comprehensive list of benefits and their terms

4. Schedule 4 - Company Policies: Key corporate policies applicable to the executive

5. Schedule 5 - Performance Metrics: Specific KPIs and performance evaluation criteria

6. Schedule 6 - Share Option Plan Rules: Details of any equity participation program

7. Schedule 7 - Expense Policy: Detailed rules for business expense claims and reimbursement

8. Appendix A - Power of Attorney: Scope of executive's authority to represent the company

9. Appendix B - Insurance Coverage: Details of insurance policies and coverage levels

10. Appendix C - Data Protection Protocol: Specific procedures for handling personal and confidential data

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

Pharmaceuticals

Consumer Goods

Energy

Telecommunications

Real Estate

Professional Services

Insurance

Banking

Retail

Transportation

Media and Entertainment

Construction

Education

Hospitality

Relevant Teams

Legal

Human Resources

Board of Directors

Executive Committee

Corporate Governance

Compensation Committee

Nomination Committee

Corporate Secretariat

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Marketing Officer

Chief Risk Officer

Chief Legal Officer

Chief Human Resources Officer

Division President

Regional Director

Executive Vice President

Country Manager

Industries
Swiss Code of Obligations (OR/CO): Primary source of Swiss contract and corporate law, particularly Articles 319-362 (employment contracts), Articles 530-551 (corporate governance), and Articles 707-726 (specific provisions for board members and executive management)
Swiss Federal Act on Employment in Trade and Industry (Employment Act): Regulates working conditions, though executives may be exempt from certain provisions regarding working hours and rest periods
Federal Act on Old Age and Survivors' Insurance (AHVG): Governs social security contributions and benefits applicable to executive compensation
Swiss Federal Act on Data Protection (FADP): Regulates the handling of personal data, relevant for executive's personal information and confidentiality clauses
Swiss Corporate Governance Code: Contains best practice recommendations for the management and supervision of companies, particularly relevant for executive positions
Federal Act on Financial Market Infrastructures (FMIA): Relevant if the company is listed, particularly regarding disclosure of management transactions and compensation
Swiss Federal Act on the Prevention of Money Laundering (AMLA): May be relevant for executive duties and responsibilities in financial sector companies
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (Merger Act): Important for provisions regarding change of control and executive rights/obligations during corporate restructuring
Federal Direct Tax Act (DBG): Governs taxation of executive compensation, including salary, bonuses, and equity-based compensation
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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