The Director Employment Contract (Vorstandsvertrag/Geschäftsführervertrag) is a crucial document in Austrian corporate governance that formalizes the relationship between a company and its executive directors. This document is essential when appointing new directors or renewing existing directorship terms in Austrian companies, whether they are stock corporations (AG) or limited liability companies (GmbH). It must comply with Austrian corporate law requirements, including the Stock Corporation Act and Limited Liability Companies Act, while addressing specific aspects of executive employment such as remuneration, benefits, duties, and termination provisions. The contract serves as the primary reference point for the director's rights and obligations, corporate authority, and accountability measures, making it a fundamental instrument in Austrian corporate governance structures.
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Key Requirements PROMPT example:
Director Employment Contract
"I need a Director Employment Contract governed by Austrian law for appointing a new CFO to our technology startup, including share option schemes and provisions for remote work from Germany, with the appointment starting March 1, 2025."
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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: Position title, appointment date, and duration of the contract
5. Duties and Responsibilities: Detailed description of the director's role, authority, and obligations
6. Time Commitment: Expected working hours and availability requirements
7. Place of Work: Primary workplace location and travel requirements
8. Remuneration: Base salary, payment intervals, and review mechanisms
9. Variable Compensation: Bonus schemes, profit sharing, and performance-related pay
10. Benefits: Insurance, pension, company car, and other benefits
11. Expenses: Policy on business expenses and reimbursement
12. Vacation: Annual leave entitlement and holiday arrangements
13. Confidentiality: Protection of company information and trade secrets
14. Intellectual Property: Ownership and rights to work created during directorship
15. Data Protection: Handling of personal data and privacy obligations
16. Termination: Grounds for termination and notice periods
17. Post-Termination Obligations: Non-compete and non-solicitation provisions
18. Return of Company Property: Obligations regarding company assets upon termination
19. Governing Law: Confirmation of Austrian law governance
20. Entire Agreement: Integration clause and relationship to other agreements
1. External Appointments: Used when the director is permitted to hold other board positions or external roles
2. Share Options: Include when offering equity-based compensation
3. International Travel: Required for roles involving significant international responsibilities
4. Relocation Package: Include when the director needs to relocate for the position
5. Corporate Representation: Special powers of attorney and representation rights
6. Change of Control: Provisions applying in case of company ownership changes
7. Garden Leave: Include if the company wants the right to place director on paid leave
8. Mediation and Arbitration: Alternative dispute resolution procedures
9. Insurance and Indemnification: Additional protection and D&O insurance arrangements
10. Compliance with Corporate Governance: Specific corporate governance requirements for listed companies
1. Schedule 1 - Job Description: Detailed outline of responsibilities and performance expectations
2. Schedule 2 - Remuneration Package: Detailed breakdown of all compensation elements
3. Schedule 3 - Bonus Scheme Rules: Specific terms and conditions of variable compensation
4. Schedule 4 - Company Policies: Key corporate policies applicable to the director
5. Schedule 5 - Benefits Details: Comprehensive description of all benefits and entitlements
6. Schedule 6 - Share Option Terms: Details of any share option or equity participation schemes
7. Appendix A - Board Resolution: Copy of board resolution approving the appointment
8. Appendix B - Power of Attorney: Specific powers granted to the director
9. Appendix C - Company Car Policy: Terms of company car provision if applicable
10. Appendix D - D&O Insurance Coverage: Details of directors' and officers' liability insurance
Authors
Relevant legal definitions
Appointment
Articles of Association
Board
Board Resolution
Business Day
Company
Confidential Information
Corporate Governance Code
D&O Insurance
Director
Effective Date
Executive Board
Financial Year
Good Cause
Group
Group Company
Intellectual Property Rights
Management Board
Notice Period
Parent Company
Performance Targets
Prohibited Business
Registered Office
Related Company
Remuneration
Restricted Period
Share Option Scheme
Subsidiary
Supervisory Board
Term
Territory
Variable Compensation
Working Hours
Works Council
Annual General Meeting
Competitor
Compliance Policies
Corporate Opportunity
Material Breach
Professional Expenses
Signing Date
Termination Date
Trade Secrets
Variable Benefits
Articles of Association
Board
Board Resolution
Business Day
Company
Confidential Information
Corporate Governance Code
D&O Insurance
Director
Effective Date
Executive Board
Financial Year
Good Cause
Group
Group Company
Intellectual Property Rights
Management Board
Notice Period
Parent Company
Performance Targets
Prohibited Business
Registered Office
Related Company
Remuneration
Restricted Period
Share Option Scheme
Subsidiary
Supervisory Board
Term
Territory
Variable Compensation
Working Hours
Works Council
Annual General Meeting
Competitor
Compliance Policies
Corporate Opportunity
Material Breach
Professional Expenses
Signing Date
Termination Date
Trade Secrets
Variable Benefits
Clauses
Appointment
Term and Duration
Duties and Responsibilities
Authority and Powers
Remuneration
Variable Compensation
Benefits
Working Hours
Location
Reporting Requirements
Performance Standards
Conflicts of Interest
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Data Protection
Company Property
Expenses
Leave and Vacation
Insurance
Indemnification
Termination
Garden Leave
Post-Termination Obligations
Return of Property
Corporate Governance
Compliance
External Activities
Share Options
Board Meetings
Representation Rights
Travel Obligations
Change of Control
Force Majeure
Notices
Severability
Amendments
Governing Law
Dispute Resolution
Entire Agreement
Term and Duration
Duties and Responsibilities
Authority and Powers
Remuneration
Variable Compensation
Benefits
Working Hours
Location
Reporting Requirements
Performance Standards
Conflicts of Interest
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Data Protection
Company Property
Expenses
Leave and Vacation
Insurance
Indemnification
Termination
Garden Leave
Post-Termination Obligations
Return of Property
Corporate Governance
Compliance
External Activities
Share Options
Board Meetings
Representation Rights
Travel Obligations
Change of Control
Force Majeure
Notices
Severability
Amendments
Governing Law
Dispute Resolution
Entire Agreement
Relevant Industries
Banking and Financial Services
Manufacturing
Technology
Retail
Healthcare
Energy
Telecommunications
Real Estate
Professional Services
Transportation and Logistics
Construction
Media and Entertainment
Insurance
Pharmaceuticals
Consumer Goods
Industrial Services
Automotive
Agriculture
Education
Hospitality
Relevant Teams
Legal
Human Resources
Corporate Governance
Compliance
Finance
Company Secretariat
Board Secretariat
Risk Management
Internal Audit
Executive Office
Relevant Roles
Managing Director
Executive Director
Board Member
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Chief Marketing Officer
Chief Human Resources Officer
Chief Legal Officer
Executive Vice President
Managing Partner
Country Manager
Regional Director
Division Head
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