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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, including relevant corporate resolutions
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Terms of appointment, duration, and any renewal provisions
5. Duties and Responsibilities: Comprehensive list of director's duties under Swiss law and company requirements
6. Time Commitment: Expected time dedication and availability requirements
7. Compensation: Base compensation, bonuses, and other financial benefits
8. Benefits and Expenses: Insurance, pension contributions, expense reimbursement policies
9. Social Security and Insurance: Mandatory Swiss social security and insurance provisions
10. Confidentiality: Confidentiality obligations during and after the service period
11. Data Protection: Compliance with Swiss data protection laws and handling of personal data
12. Intellectual Property: Ownership and rights to intellectual property created during service
13. Termination: Grounds and procedures for termination, notice periods
14. Post-Termination Obligations: Continuing obligations after service ends
15. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Compete Clause: Restrictions on competitive activities, used when protecting specific business interests
2. Share Options: Terms of any share option schemes, used when equity compensation is offered
3. International Service: Additional provisions for directors serving multiple group companies internationally
4. Performance Metrics: Specific performance criteria and evaluation methods, used for performance-based compensation
5. Corporate Governance: Additional governance requirements for listed companies
6. Insurance and Indemnification: Extended provisions for D&O insurance and indemnification, particularly for higher-risk industries
7. External Appointments: Terms for accepting external directorships or appointments, used for non-executive directors
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Compensation Structure: Detailed breakdown of all compensation elements
3. Schedule 3 - Benefits Package: Comprehensive list of benefits and applicable terms
4. Schedule 4 - Company Policies: Key company policies applicable to the director
5. Schedule 5 - Performance Criteria: Detailed performance evaluation metrics and targets
6. Appendix A - Board Resolution: Copy of board resolution appointing the director
7. Appendix B - Company Ethics Code: Company's code of ethics and conduct
8. Appendix C - Insurance Coverage: Details of D&O and other applicable insurance coverage
Appointment
Board
Board Regulations
Business Day
Company
Competitor
Confidential Information
Articles of Association
Director
Effective Date
General Meeting
Good Reason
Group
Group Company
Intellectual Property Rights
Material Breach
Notice Period
Personal Data
Regulatory Requirements
Remuneration
Services
Swiss Code of Obligations
Subsidiary
Term
Territory
Trade Secrets
Variable Compensation
Work Product
Cause
Change of Control
Termination Date
Company Property
Bonus
Corporate Opportunity
D&O Insurance
Board Committee
Share Option Scheme
Performance Targets
Social Security Contributions
Term
Duties and Responsibilities
Time Commitment
Remuneration
Bonus
Share Options
Benefits
Expenses
Pension
Social Security
Insurance
Location
Working Hours
Holidays
Sickness
Outside Activities
Conflicts of Interest
Confidentiality
Data Protection
Intellectual Property
Company Property
Non-Competition
Non-Solicitation
Corporate Opportunities
Board Meetings
Reporting Requirements
Performance Review
Termination
Garden Leave
Post-Termination Obligations
Return of Property
Indemnification
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Governing Law
Jurisdiction
Force Majeure
Counterparts
Financial Services
Manufacturing
Technology
Healthcare
Retail
Professional Services
Real Estate
Energy
Telecommunications
Transportation and Logistics
Consumer Goods
Pharmaceuticals
Insurance
Construction
Media and Entertainment
Legal
Human Resources
Corporate Governance
Board Secretariat
Compliance
Risk Management
Executive Management
Finance
Company Secretarial
Board Director
Executive Director
Non-Executive Director
Managing Director
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chairman of the Board
Vice Chairman
Independent Director
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