The Directors Service Contract is a crucial document used when appointing managing directors (Geschäftsführer) in a GmbH or board members (Vorstand) in an AG under German law. This contract type is essential for establishing clear terms of service, ensuring compliance with German corporate law requirements, and protecting both the company's and director's interests. It encompasses key aspects such as appointment terms, remuneration, benefits, duties, and termination provisions, while adhering to specific German regulatory requirements including corporate governance standards, statutory obligations, and industry-specific regulations. The document is particularly important as it serves as the primary reference point for the director's rights and obligations throughout their tenure.
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1. Parties: Identification of the company and the director
2. Background: Context of the appointment and any relevant corporate approvals
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Position, appointment date, and duration of service
5. Duties and Responsibilities: Core duties, reporting lines, and scope of authority
6. Time Commitment and Location: Working time expectations and primary work location
7. Remuneration: Base salary, bonuses, and other financial benefits
8. Benefits: Insurance, pension, company car, and other non-cash benefits
9. Expenses: Reimbursement of business expenses
10. Vacation: Annual leave entitlement and approval process
11. Illness and Incapacity: Sick leave and long-term incapacity provisions
12. Confidentiality: Protection of company confidential information
13. Intellectual Property: Ownership and protection of IP created during directorship
14. Data Protection: GDPR compliance and data processing provisions
15. Termination: Grounds for termination and notice periods
16. Post-Termination Obligations: Non-compete and non-solicitation restrictions
17. Return of Company Property: Obligations upon termination
18. Governing Law and Jurisdiction: Application of German law and dispute resolution
1. D&O Insurance: Directors and Officers liability insurance details - include for listed companies or where specifically provided
2. Stock Options: Share-based compensation - include if company offers equity incentives
3. Additional Board Positions: Provisions regarding holding other board positions - relevant for listed companies
4. Change of Control: Special provisions in case of company takeover - typically for listed companies
5. Compliance with Corporate Governance Code: Specific obligations under the German Corporate Governance Code - for listed companies
6. International Travel: Special provisions for international duties - include if role involves significant international work
7. Garden Leave: Provisions for garden leave during notice period - include if desired by company
8. Representation Authority: Specific powers of representation - include for GmbH managing directors
1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities
2. Schedule 2 - Bonus Scheme: Detailed terms of any performance-related bonus arrangements
3. Schedule 3 - Benefits Package: Detailed description of all benefits and their terms
4. Schedule 4 - Company Policies: List of key company policies applicable to the director
5. Schedule 5 - Restricted Activities: Detailed post-termination restrictions and non-compete obligations
6. Appendix A - Board Resolution: Copy of board resolution approving the appointment
7. Appendix B - Power of Attorney: If applicable, detailed powers of attorney granted to the director
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