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General Manager Contract

General Manager Contract Template for Netherlands

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General Manager Contract

"I need a General Manager Contract under Dutch law for a technology startup, with emphasis on share options, IP protection, and flexible working arrangements, to be effective from March 1, 2025."

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Document background
The General Manager Contract is essential for companies operating in the Netherlands when appointing senior executives with significant management responsibilities. This document serves as the primary agreement governing the employment relationship between the company and its general manager, incorporating requirements from Dutch employment law, corporate law, and governance standards. It's particularly important as it defines the scope of authority, duties, and responsibilities while protecting both the company's interests and the manager's rights. The contract typically includes comprehensive provisions on remuneration, performance criteria, strategic decision-making powers, and reporting relationships, while ensuring compliance with Dutch legal requirements including works council rights and corporate governance codes. It's designed to be adaptable across various industries while maintaining core legal compliance and best practices in executive employment.
Suggested Sections

1. Parties: Identification of the employer company and the general manager, including full legal names and addresses

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

3. Definitions: Key terms used throughout the agreement, including Company, Board, Supervisory Board, and other relevant definitions

4. Appointment and Position: Formal appointment, position title, and reporting structure

5. Duration and Notice Period: Term of the agreement (fixed/indefinite) and notice periods for termination

6. Duties and Responsibilities: Core responsibilities, scope of authority, and compliance with corporate governance

7. Time Commitment and Exclusivity: Working hours, location, and exclusivity requirements

8. Remuneration and Benefits: Base salary, bonuses, and standard benefits package

9. Vacation and Leave: Annual leave entitlement and holiday arrangements

10. Expenses: Business expenses reimbursement policy and procedures

11. Confidentiality: Protection of company confidential information and trade secrets

12. Intellectual Property: Ownership and assignment of IP created during employment

13. Data Protection: GDPR compliance and personal data processing

14. Termination: Grounds for termination and consequences

15. Post-Termination Obligations: Continuing obligations after contract end

16. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes

Optional Sections

1. Corporate Representation: Powers to represent the company, signing authority limits - include for senior executive positions

2. Share Options: Details of any share option or equity participation schemes - include if equity compensation is offered

3. International Travel: Specific provisions for international work - include if role requires significant travel

4. Secondary Activities: Conditions for accepting external positions - include if allowing board positions elsewhere

5. Company Car: Terms of company car provision - include if offering vehicle benefits

6. Housing Allowance: Housing benefits for relocated executives - include for international appointments

7. Works Council Relations: Specific duties regarding works council - include if company has works council

8. Change of Control: Provisions for company ownership changes - include for listed or acquisition-likely companies

9. Garden Leave: Terms for garden leave during notice period - include for sensitive positions

10. Secondment: Terms for potential secondment to group companies - include for international groups

Suggested Schedules

1. Schedule 1 - Remuneration Details: Detailed breakdown of salary, bonuses, and benefits structure

2. Schedule 2 - Position Description: Detailed job description and key performance indicators

3. Schedule 3 - Company Policies: Key company policies applicable to the position

4. Schedule 4 - Share Option Plan: Details of any share option or equity incentive schemes

5. Schedule 5 - Expense Policy: Detailed expense reimbursement policy and procedures

6. Appendix A - Company Car Policy: Specifications and terms of company car provision

7. Appendix B - Bonus Scheme Rules: Detailed bonus calculation and payment rules

8. Appendix C - Insurance Coverage: Details of insurance coverage provided by the company

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Annual Budget
Articles of Association
Board
Board of Directors
Business
Business Day
Business Plan
Company
Confidential Information
Corporate Governance Code
Effective Date
Fixed Remuneration
General Meeting
Group
Group Company
Intellectual Property Rights
KPIs
Management Board
Notice Period
Parent Company
Performance Bonus
Position
Prohibited Acts
Remuneration Policy
Subsidiary
Supervisory Board
Term
Territory
Trade Secrets
Variable Remuneration
Works Council
Working Day
Year
Clauses
Appointment
Term and Notice
Position and Duties
Authority and Representation
Reporting Structure
Working Hours
Place of Work
Remuneration
Bonus Arrangements
Share Options
Benefits
Pension
Expenses
Vacation
Illness and Incapacity
Insurance
Company Car
Professional Development
External Activities
Exclusivity
Performance Review
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Corporate Governance
Works Council Relations
Compliance
Code of Conduct
Termination
Garden Leave
Post-Termination Obligations
Company Property
Severance
Amendments
Notices
Governing Law
Dispute Resolution
Entire Agreement
Relevant Industries

Manufacturing

Technology

Financial Services

Retail

Healthcare

Professional Services

Construction

Energy

Telecommunications

Transportation and Logistics

Real Estate

Media and Entertainment

Hospitality

Education

Pharmaceuticals

Relevant Teams

Human Resources

Legal

Executive Leadership

Board Secretariat

Compliance

Corporate Governance

Finance

Operations Management

Administration

Relevant Roles

General Manager

Managing Director

Chief Executive Officer

Country Manager

Division Head

Regional Director

Executive Director

Chief Operating Officer

Branch Manager

Business Unit Director

Senior Vice President

Operations Director

Industries
Dutch Civil Code (Burgerlijk Wetboek): Book 7, Title 10 contains the primary employment law provisions, including contract requirements, notice periods, and general employment conditions
Dutch Corporate Law (Book 2 Civil Code): Regulates corporate governance, director's duties, responsibilities, and liability provisions for managing directors
Works Councils Act (Wet op de ondernemingsraden): Governs the relationship between management and works councils, including consultation obligations and employee representation rights
Corporate Governance Code: Contains best practices and principles for management of listed companies (also relevant as guidance for larger private companies)
Working Hours Act (Arbeidstijdenwet): Regulations regarding working hours and rest periods, though executives may be exempt from certain provisions
Equal Treatment Act (Algemene wet gelijke behandeling): Prohibits discrimination in employment relationships, including at executive level
Remuneration Policy Act (Wet beloningsbeleid financiële ondernemingen): If in financial sector, specific rules regarding bonus caps and remuneration structures
GDPR (AVG - Algemene verordening gegevensbescherming): Data protection regulations affecting processing of personal data and privacy requirements
Competition Act (Mededingingswet): Relevant for non-compete clauses and restrictions after termination of employment
Work and Security Act (Wet werk en zekerheid): Contains provisions regarding termination of employment and transition payments
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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