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1. Parties: Identification of the company and the manager, including full legal names and addresses
2. Background: Context of the appointment and basic information about the company and management position
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Official appointment of the manager and duration of the agreement
5. Duties and Responsibilities: Detailed description of management duties, authority, and reporting obligations
6. Compensation and Benefits: Base salary, bonuses, and other benefits
7. Working Time and Location: Expected working hours and primary place of work
8. Loyalty and Non-Competition: Exclusivity requirements and competition restrictions
9. Confidentiality: Protection of company secrets and confidential information
10. Compliance and Corporate Governance: Obligation to comply with laws and internal policies
11. Termination: Grounds and procedures for termination
12. Post-Termination Obligations: Continuing obligations after the agreement ends
13. Miscellaneous: Standard legal provisions including governing law, severability, and entire agreement
1. Shareholding Provisions: Required when the manager holds or will hold shares in the company
2. International Activities: Needed when the manager's duties involve cross-border responsibilities
3. Intellectual Property: Required when the manager may create IP in their role
4. Data Protection: Detailed GDPR compliance section when processing personal data is a significant part of duties
5. Industry-Specific Compliance: Additional compliance requirements for regulated industries
6. Corporate Representative Authority: Specific powers of representation when manager acts as corporate representative
7. Supervisory Board Relationship: Required for AGs or when dealing with supervisory board oversight
1. Schedule 1 - Detailed Duties and Responsibilities: Comprehensive list of specific management duties and areas of responsibility
2. Schedule 2 - Compensation Details: Detailed breakdown of salary, bonuses, and performance metrics
3. Schedule 3 - Benefits Package: Details of all benefits including insurance, pension, car allowance etc.
4. Schedule 4 - Company Policies: Key company policies the manager must comply with
5. Schedule 5 - Approved Secondary Activities: List of pre-approved additional professional activities, if any
6. Appendix A - Power of Attorney: Formal documentation of manager's authority to represent the company
7. Appendix B - Compliance Guidelines: Specific compliance requirements and procedures
Annual Base Salary
Applicable Law
Articles of Association
Board
Business Day
Company
Company Group
Company Policies
Confidential Information
Control
Corporate Governance Code
D&O Insurance
Effective Date
Executive
Financial Year
Force Majeure
Geschäftsjahr
Good Cause
Governing Bodies
Group Companies
Intellectual Property Rights
Management Board
Manager
Notice Period
Parent Company
Performance Bonus
Prohibited Activities
Related Parties
Restricted Period
Shareholders
Subsidiary
Supervisory Board
Target Bonus
Term
Territory
Variable Compensation
Works Council
Term
Duties and Responsibilities
Authority and Powers
Compensation
Bonus and Variable Remuneration
Benefits
Working Time
Place of Work
Reporting Obligations
Corporate Governance
Compliance
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Intellectual Property
Company Property
Expenses
Insurance
Annual Leave
Illness and Incapacity
Termination
Garden Leave
Post-Termination Restrictions
Representations and Warranties
Notices
Assignment
Severability
Entire Agreement
Amendments
Governing Law
Jurisdiction
Force Majeure
Conflict of Interest
Secondary Activities
Financial Services
Manufacturing
Technology
Professional Services
Healthcare
Retail
Energy
Real Estate
Transportation
Telecommunications
Construction
Education
Media and Entertainment
Pharmaceuticals
Consumer Goods
Legal
Human Resources
Finance
Compliance
Corporate Governance
Executive Office
Company Secretariat
Risk Management
Operations
Administrative
Managing Director (Geschäftsführer)
CEO (Vorstandsvorsitzender)
CFO (Finanzvorstand)
COO (Betriebsvorstand)
Executive Director
Board Member (Vorstandsmitglied)
General Manager
Country Manager
Division Head
Regional Director
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