Executive Employment Agreement Template for Germany

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Key Requirements PROMPT example:

Executive Employment Agreement

"I need an Executive Employment Agreement under German law for hiring a new Chief Technology Officer for our Munich-based software company, with specific provisions for stock options and international travel responsibilities, starting March 1, 2025."

What is a Executive Employment Agreement?

The Executive Employment Agreement is essential for establishing and managing employment relationships with senior executives in Germany. It is specifically designed to comply with German employment law requirements, including the German Civil Code (BGB), Stock Corporation Act (AktG), and Works Constitution Act (BetrVG). This document is typically used when appointing managing directors, board members, or senior executives who qualify as 'Leitende Angestellte' under German law. The agreement encompasses comprehensive terms covering appointment, remuneration, benefits, duties, and post-employment obligations, while addressing specific German legal requirements such as mandatory notice periods, working time regulations, and data protection provisions. It serves as a crucial tool for protecting both the company's interests and the executive's rights while ensuring compliance with German corporate governance standards and employment regulations.

What sections should be included in a Executive Employment Agreement?

1. Parties: Identification of the employing entity and the executive, 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 specific German legal terminology where relevant

4. Appointment and Term: Position title, appointment date, term (if fixed), and probationary period if applicable

5. Duties and Responsibilities: Detailed description of executive role, reporting lines, and scope of authority

6. Place of Work: Primary workplace location and travel requirements

7. Working Time: Working hours expectations and acknowledgment of executive exemption from standard working time regulations

8. Remuneration: Base salary, review process, and payment terms

9. Variable Compensation: Bonus structure, targets, and payment conditions

10. Benefits: Insurance, pension, company car, and other standard benefits

11. Vacation: Annual leave entitlement and approval process

12. Illness and Incapacity: Sick pay provisions and notification requirements

13. Confidentiality: Protection of company secrets and confidential information

14. Intellectual Property: Assignment of IP rights and inventions

15. Non-Competition: Post-employment competition restrictions and compensation

16. Data Protection: GDPR compliance and data processing consent

17. Termination: Notice periods, grounds for termination, and process

18. Garden Leave: Company's right to place executive on garden leave

19. Company Property: Return of company property upon termination

20. Final Provisions: Governing law, jurisdiction, and formal requirements under German law

What sections are optional to include in a Executive Employment Agreement?

1. External Activities: Required for executives permitted to hold board positions or engage in other external activities

2. Relocation: Include when the executive is required to relocate for the position

3. International Travel: Necessary for roles requiring significant international responsibilities

4. Share Options: Include when the executive is offered participation in share option schemes

5. Change of Control: Relevant for listed companies or where ownership changes are anticipated

6. Representation Authority: Required for executives with specific corporate representation powers (Prokura)

7. D&O Insurance: Include for board members and senior executives with significant liability exposure

8. Compliance Requirements: Necessary for regulated industries or companies with specific compliance obligations

What schedules should be included in a Executive Employment Agreement?

1. Schedule 1 - Remuneration Details: Detailed breakdown of all compensation components

2. Schedule 2 - Bonus Scheme Rules: Specific terms and conditions of variable compensation

3. Schedule 3 - Benefits Package: Detailed description of all benefits and their terms

4. Schedule 4 - Job Description: Detailed outline of duties and responsibilities

5. Schedule 5 - Company Policies: List of applicable company policies and procedures

6. Schedule 6 - Share Option Terms: Details of any share option or equity participation schemes

7. Appendix A - Data Protection Notice: Detailed information about personal data processing

8. Appendix B - Non-Compete Terms: Specific terms of post-employment restrictions and compensation

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Retail

Professional Services

Telecommunications

Energy

Automotive

Chemical

Pharmaceuticals

Real Estate

Media and Entertainment

Consumer Goods

Industrial Services

Relevant Teams

Human Resources

Legal

Compliance

Board Secretariat

Corporate Governance

Finance

Executive Office

Risk Management

Compensation & Benefits

Relevant Roles

Chief Executive Officer

Managing Director (Geschäftsführer)

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Board Member (Vorstandsmitglied)

Executive Vice President

Regional Managing Director

Division Head

Senior Managing Director

Country Manager

General Manager

Chief Legal Officer

Chief Human Resources Officer

Chief Commercial Officer

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Primary source of employment contract law in Germany, particularly §§ 611-630, covering basic contractual obligations between employers and employees
Works Constitution Act (Betriebsverfassungsgesetz - BetrVG): Defines who qualifies as an executive employee ('Leitende Angestellte') and their special status in relation to works councils
German Stock Corporation Act (Aktiengesetz - AktG): Relevant for executives in management board positions (Vorstand), including §§ 84, 87 on appointment and remuneration of management board members
German Limited Liability Company Act (GmbH-Gesetz): Applicable for executives in GmbH companies, particularly regarding managing director appointments and duties
Remuneration Officer Regulation (Institutsvergütungsverordnung - InstitutsVergV): Relevant for executive remuneration in financial institutions, including variable compensation rules
General Data Protection Regulation (GDPR) and Federal Data Protection Act (BDSG): Governs the handling of personal data in employment relationships, including executive positions
German Corporate Governance Code (Deutscher Corporate Governance Kodex): Provides recommendations for executive compensation and contract terms for listed companies
Act on Protection against Dismissal (Kündigungsschutzgesetz - KSchG): Special provisions regarding termination protection for executives
Working Time Act (Arbeitszeitgesetz - ArbZG): Special provisions and exemptions for executive employees regarding working time regulations
Co-Determination Act (Mitbestimmungsgesetz): Relevant for executive positions in companies subject to co-determination requirements
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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