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Directors Agreement

Directors Agreement Template for Austria

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Key Requirements PROMPT example:

Directors Agreement

"I need a Directors Agreement under Austrian law for appointing a new CFO to our technology startup (GmbH), starting March 1, 2025, with special focus on share options and international travel requirements."

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Document background
The Director's Agreement serves as the foundational document establishing the legal relationship between a company and its director under Austrian law. This document is essential when appointing new directors or renewing terms for existing directors in both GmbHs (limited liability companies) and AGs (stock corporations) in Austria. It comprehensively addresses all aspects of the directorship, including appointment terms, powers, duties, remuneration, benefits, and termination provisions, while ensuring compliance with Austrian corporate law requirements. The agreement is particularly important as it defines the scope of director's authority, corporate representation powers, and compliance obligations, while also protecting both parties' interests through clear delineation of rights and responsibilities. It must be drafted in accordance with Austrian corporate governance requirements and should reflect any specific industry regulations or company-specific requirements.
Suggested Sections

1. Parties: Identification of the company and the director, including full legal names, addresses, and registration details

2. Background: Context of the appointment, including company type (GmbH/AG) and relevant corporate resolutions

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the appointment, position, and duration (fixed-term or indefinite)

5. Powers and Duties: Scope of director's authority, representation powers, and key responsibilities under Austrian law

6. Compliance and Corporate Governance: Obligations regarding legal compliance, corporate governance rules, and internal policies

7. Time Commitment and Exclusivity: Working time expectations and any restrictions on other activities

8. Remuneration: Base salary, bonuses, and other benefits, including payment terms and review mechanisms

9. Expenses: Rules for business expense reimbursement and company credit card usage

10. Leave and Absence: Vacation entitlement and procedures for taking leave

11. Insurance and Indemnity: D&O insurance provisions and company indemnification obligations

12. Confidentiality: Protection of company secrets and confidential information

13. Intellectual Property: Assignment of IP rights created during directorship

14. Data Protection: Compliance with GDPR and Austrian data protection laws

15. Termination: Grounds for termination, notice periods, and consequences

16. Post-Termination Obligations: Ongoing duties after termination, including confidentiality and return of property

17. Miscellaneous: Standard boilerplate clauses including notices, amendments, and severability

18. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction

Optional Sections

1. Non-Compete and Non-Solicitation: Post-termination restrictions on competition and employee/client solicitation - include when protecting business interests is crucial

2. International Work: Provisions for international travel and overseas responsibilities - include for companies with international operations

3. Company Car: Terms of company car provision and usage - include when offering vehicle benefits

4. Housing Allowance: Terms of any housing or relocation benefits - include for international appointments or specific housing arrangements

5. Performance Targets: Specific KPIs and performance measurement criteria - include when bonus is performance-based

6. Board Meeting Procedures: Specific procedures for board meetings and decision-making - include for AG board members

7. Social Security Status: Clarification of social security position - include when status might be unclear

8. Shareholding Requirements: Any obligations to hold company shares - include for listed companies or when part of remuneration package

Suggested Schedules

1. Schedule 1 - Duties and Responsibilities: Detailed list of specific duties and responsibilities

2. Schedule 2 - Remuneration Package: Detailed breakdown of all compensation elements

3. Schedule 3 - Benefits: Detailed description of all benefits and allowances

4. Schedule 4 - Performance Criteria: Detailed performance targets and measurement methods

5. Schedule 5 - Company Policies: List of key company policies the director must comply with

6. Appendix A - Board Resolution: Copy of board resolution appointing the director

7. Appendix B - Powers of Attorney: Any specific powers of attorney granted to the director

8. Appendix C - D&O Insurance Terms: Summary of D&O insurance coverage

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


















































Clauses














































Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Energy

Telecommunications

Real Estate

Professional Services

Construction

Transportation

Media and Entertainment

Agriculture

Education

Hospitality

Mining

Pharmaceuticals

Automotive

Consumer Goods

Insurance

Relevant Teams

Legal

Human Resources

Corporate Governance

Compliance

Board Secretariat

Executive Office

Corporate Affairs

Risk Management

Finance

Administration

Relevant Roles

Managing Director

Executive Director

Board Member

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

General Manager

Executive Board Member

Supervisory Board Member

Company Director

Non-Executive Director

Department Head

Division Director

Regional Director

Country Manager

Industries










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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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