Directors Contract Of Employment Template for Germany

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Key Requirements PROMPT example:

Directors Contract Of Employment

"I need a Directors Contract Of Employment under German law for our new Chief Technology Officer starting March 1, 2025, with specific provisions for international travel, remote work flexibility, and equity compensation including stock options in our Berlin-based software company."

Document background
The Directors Contract Of Employment is a crucial document used when appointing managing directors (Geschäftsführer) in German companies, whether in a GmbH (limited liability company) or AG (stock corporation). This contract is essential for establishing clear terms of employment while adhering to German corporate and employment law requirements. It's typically implemented when appointing new directors, promoting internal candidates to director positions, or revising existing director agreements to ensure compliance with current legislation. The document encompasses comprehensive provisions regarding appointment terms, duties, remuneration, benefits, and post-termination obligations, while addressing specific German legal requirements such as corporate authorization, social security considerations, and statutory compliance obligations. It's particularly important as it must balance the director's dual role as both a corporate officer and an employee, incorporating appropriate protections and obligations for both the company and the director under German law.
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 resolutions

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Terms of appointment as managing director, including start date and duration

5. Position and Duties: Detailed description of role, responsibilities, and reporting relationships

6. Time Commitment and Exclusivity: Working hours expectations and restrictions on other business activities

7. Remuneration: Base salary, bonuses, and other financial benefits

8. Benefits and Expenses: Additional benefits, insurance, pension arrangements, and expense reimbursement

9. Holiday Entitlement: Annual leave and public holiday provisions

10. Illness and Incapacity: Sick leave and related provisions

11. Confidentiality: Protection of company information and trade secrets

12. Data Protection: GDPR compliance and data handling requirements

13. Intellectual Property: Ownership and protection of IP created during directorship

14. Non-Competition and Non-Solicitation: Post-termination restrictions and competition prohibitions

15. Termination: Grounds and procedures for contract termination

16. Company Property: Requirements for handling and returning company assets

17. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

Optional Sections

1. International Travel: Include when role requires significant international travel

2. Group Company Provisions: Include when director has responsibilities across multiple group companies

3. Share Options: Include when offering equity-based compensation

4. Company Car: Include when providing a company vehicle

5. Relocation Assistance: Include when director is relocating for the position

6. Acting as Corporate Representative: Include when director will represent company in subsidiaries/joint ventures

7. D&O Insurance: Include specific provisions about Directors and Officers insurance coverage

8. Emergency Succession: Include procedures for temporary replacement in case of emergency

9. Garden Leave: Include when company wants right to place director on paid leave

10. Additional Board Positions: Include when director may serve on other boards with approval

Suggested Schedules

1. Job Description: Detailed outline of responsibilities and performance expectations

2. Remuneration Package: Detailed breakdown of all compensation elements

3. Bonus Scheme: Details of performance-related bonus calculations and conditions

4. Company Policies: Key company policies applicable to the director

5. Share Option Scheme: Details of any equity participation program

6. Benefits Schedule: Comprehensive list of benefits and their terms

7. Restricted Territory: Definition of geographical areas for non-compete provisions

8. Corporate Authorization: Copy of relevant board resolutions approving appointment

9. Data Protection Policy: Detailed GDPR compliance requirements and procedures

10. Company Car Policy: Terms and conditions for use of company vehicle if applicable

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

Professional Services

Healthcare

Retail

Energy

Real Estate

Transportation

Telecommunications

Construction

Media and Entertainment

Pharmaceuticals

Automotive

Consumer Goods

Relevant Teams

Legal

Human Resources

Corporate Governance

Board Secretariat

Compliance

Finance

Executive Office

Risk Management

Corporate Affairs

Compensation Committee

Relevant Roles

Managing Director (Geschäftsführer)

Executive Director

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Marketing Officer

Regional Director

Country Manager

Division Director

Executive Board Member

Department Director

Senior Managing Director

Deputy Director

Acting Director

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Contains fundamental provisions on employment contracts, general terms and conditions, and contractual obligations
Limited Liability Companies Act (GmbH-Gesetz): Specific provisions regarding the appointment, duties, and responsibilities of managing directors in German limited liability companies
German Commercial Code (Handelsgesetzbuch - HGB): Contains provisions on commercial relationships and specific obligations of company representatives
General Data Protection Regulation (GDPR) and Federal Data Protection Act (BDSG): Regulations concerning the handling of personal data in employment relationships
Working Hours Act (Arbeitszeitgesetz - ArbZG): Regulations on working time, although directors may be exempt from certain provisions
German Stock Corporation Act (Aktiengesetz - AktG): Relevant if the director is being appointed to a stock corporation, containing specific provisions for board members
Social Security Code (Sozialgesetzbuch - SGB): Provisions regarding social security obligations and insurance requirements for directors
Income Tax Act (Einkommensteuergesetz - EStG): Tax regulations affecting director remuneration and benefits
Corporate Governance Code (Deutscher Corporate Governance Kodex): Guidelines for good corporate governance, particularly relevant for directors of listed companies
Remuneration Disclosure Act (Vorstandsvergütungs-Offenlegungsgesetz - VorstOG): Regulations regarding transparency and disclosure of director 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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