The Director Employment Contract is a specialized agreement used in the Netherlands when appointing statutory directors (bestuurders) to companies. It addresses the distinctive dual legal status of directors under Dutch law, combining elements of corporate law and employment law. This document is essential when appointing managing directors, board members, or statutory directors to Dutch companies, whether they are private limited companies (BVs) or public limited companies (NVs). The contract includes mandatory provisions required by Dutch law, covers corporate governance aspects, and addresses practical employment terms such as remuneration, benefits, and termination conditions. It's particularly important as director dismissal from the corporate position automatically terminates the employment relationship, requiring careful drafting to protect both parties' interests.
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Key Requirements PROMPT example:
Director Employment Contract
I need a Director Employment Contract for appointing a new CFO to our Dutch tech company starting March 1, 2025, including stock option provisions and international travel requirements for our European offices.
1. Parties: Identification of the company and the director, including full legal names and addresses
2. Background: Context of the appointment, including corporate structure and role overview
3. Definitions: Key terms used throughout the agreement
4. Appointment and Position: Formal appointment as statutory director, scope of role, and corporate duties
5. Term and Notice Period: Duration of appointment and notice requirements for termination
6. Duties and Responsibilities: Detailed description of management duties, reporting lines, and authority limits
7. Working Hours and Location: Expected time commitment and primary work location
8. Remuneration: Base salary, benefits, and any variable compensation elements
9. Holiday and Leave: Vacation entitlement and other leave provisions
10. Expenses: Business expenses reimbursement policy and procedures
11. Confidentiality: Protection of company confidential information
12. Intellectual Property: Assignment of IP rights created during directorship
13. Non-Competition and Non-Solicitation: Post-termination restrictions on competitive activities
14. Data Protection: GDPR compliance and personal data processing
15. Termination: Grounds and procedures for contract termination
16. Final Provisions: Governing law, jurisdiction, and amendment procedures
1. Corporate Governance: Additional provisions for listed companies subject to Corporate Governance Code
2. International Travel: Specific provisions for directors with international responsibilities
3. Additional Positions: Terms for holding board positions in group companies or external directorships
4. Share-Based Compensation: Details of stock options or share plans if applicable
5. Relocation Package: Terms for international relocations or temporary assignments
6. Company Car: Provisions regarding company car or mobility allowance
7. Insurance Coverage: Specific insurance arrangements beyond standard D&O coverage
8. Private Investment Activities: Rules regarding personal investments and potential conflicts
9. Change of Control: Special provisions in case of company ownership change
1. Schedule 1 - Remuneration Package: Detailed breakdown of all compensation components
2. Schedule 2 - Bonus Scheme: Performance criteria and calculation methods for variable compensation
3. Schedule 3 - Company Policies: List of applicable company policies and procedures
4. Schedule 4 - Position Profile: Detailed description of role, responsibilities and KPIs
5. Schedule 5 - Benefits Package: Overview of all benefits and insurance arrangements
6. Schedule 6 - Share Plan Rules: Terms and conditions of any share-based incentives
7. Appendix A - Power of Attorney: Scope of director's authorization and signing authority
8. Appendix B - Group Structure: Overview of group companies where director holds positions
Authors
Relevant legal definitions
Agreement
Appointment Date
Articles of Association
Base Salary
Board
Board of Directors
Board Rules
Bonus
Business Day
Company
Company Group
Confidential Information
Corporate Governance Code
Director
Effective Date
General Meeting
Good Reason
Group Company
Intellectual Property Rights
Just Cause
Management Board
Notice Period
Parent Company
Position
Remuneration Policy
Shareholders
Subsidiary
Supervisory Board
Target Bonus
Term
Territory
Variable Compensation
Works Council
Year of Service
Appointment Date
Articles of Association
Base Salary
Board
Board of Directors
Board Rules
Bonus
Business Day
Company
Company Group
Confidential Information
Corporate Governance Code
Director
Effective Date
General Meeting
Good Reason
Group Company
Intellectual Property Rights
Just Cause
Management Board
Notice Period
Parent Company
Position
Remuneration Policy
Shareholders
Subsidiary
Supervisory Board
Target Bonus
Term
Territory
Variable Compensation
Works Council
Year of Service
Clauses
Appointment
Position and Duties
Authority and Powers
Term and Notice
Working Hours
Place of Work
Remuneration
Bonus
Pension
Holiday Entitlement
Sick Leave
Expenses
Company Car
Insurance
Professional Development
Additional Positions
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Non-Dealing
Company Property
Reporting Obligations
Corporate Governance
Compliance
Shareholders' Approval
Works Council Consultation
Termination
Garden Leave
Severance
Continuing Obligations
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Notices
Third Party Rights
Position and Duties
Authority and Powers
Term and Notice
Working Hours
Place of Work
Remuneration
Bonus
Pension
Holiday Entitlement
Sick Leave
Expenses
Company Car
Insurance
Professional Development
Additional Positions
Confidentiality
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Non-Dealing
Company Property
Reporting Obligations
Corporate Governance
Compliance
Shareholders' Approval
Works Council Consultation
Termination
Garden Leave
Severance
Continuing Obligations
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Notices
Third Party Rights
Relevant Industries
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Energy
Transportation
Real Estate
Telecommunications
Media
Construction
Life Sciences
Agriculture
Education
Relevant Teams
Legal
Human Resources
Company Secretariat
Board of Directors
Executive Committee
Supervisory Board
Compensation Committee
Nomination Committee
Corporate Governance
Compliance
Relevant Roles
Managing Director
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Statutory Director
Executive Director
Board Member
General Manager
Country Manager
Division Director
Regional Director
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