Directors Contract Of Employment for Germany

Directors Contract Of Employment Template for Germany

This document serves as a comprehensive employment agreement for directors under German law, combining elements of corporate governance and employment regulations. It establishes the terms and conditions of a director's appointment, including their rights, responsibilities, remuneration, and obligations under German corporate and employment law. The agreement specifically addresses requirements under the German Civil Code (BGB), Limited Liability Companies Act (GmbH-Gesetz), and other relevant German legislation, while ensuring compliance with corporate governance standards and director-specific legal obligations. It includes provisions for both the corporate function and employment relationship, reflecting the dual nature of a director's position in German companies.

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What is a Directors Contract Of Employment?

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.

What sections should be included in a Directors Contract Of Employment?

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

What sections are optional to include in a Directors Contract Of Employment?

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

What schedules should be included in a Directors Contract Of Employment?

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

Cost

Free to use

Relevant legal definitions

Clauses

Appointment
Term
Duties and Responsibilities
Authority and Powers
Remuneration
Bonus Arrangements
Benefits
Pension
Expenses
Working Hours
Place of Work
Holiday Entitlement
Sickness and Absence
Company Car
Insurance
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Non-Dealing
Board Meetings
Reporting Requirements
Corporate Governance
Regulatory Compliance
Fiduciary Duties
Conflict of Interest
Outside Activities
Share Options
Performance Review
Training and Development
Business Travel
Representation Powers
Company Property
Record Keeping
Termination
Garden Leave
Payment in Lieu of Notice
Post-Termination Obligations
Return of Property
Severance
Resignation from Offices
Continuation of Duties
Force Majeure
Amendments
Entire Agreement
Severability
Notices
Governing Law
Jurisdiction
Dispute Resolution

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

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German law-compliant employment agreement establishing terms and conditions between employer and employee, incorporating essential protections under German labor legislation.

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What is a Directors Contract Of Employment?

What sections should be included in a Directors Contract Of Employment?

What sections are optional to include in a Directors Contract Of Employment?

What schedules should be included in a Directors Contract Of Employment?

Authors

Alex Denne

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