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Directors Service Agreement Template for Austria

A comprehensive legal agreement governed by Austrian law that establishes and regulates the service relationship between a company and its director. This document outlines the terms and conditions of the director's appointment, including their duties, responsibilities, remuneration, benefits, and termination provisions. It ensures compliance with Austrian corporate law, particularly the GmbHG (Limited Liability Companies Act) or AktG (Stock Corporation Act), while addressing corporate governance requirements, confidentiality obligations, and post-termination restrictions. The agreement serves as a crucial document for both parties by clearly defining their rights, obligations, and expectations within the framework of Austrian legislation.

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What is a Directors Service Agreement?

The Directors Service Agreement is a fundamental document used when appointing managing directors or board members in Austrian companies, whether in the form of a GmbH (limited liability company) or AG (stock corporation). This agreement is essential for establishing clear parameters of the directorship, ensuring compliance with Austrian corporate law, and protecting both the company's and director's interests. It encompasses crucial elements such as appointment terms, duties, remuneration, benefits, and termination provisions, while addressing specific requirements under Austrian legislation including social security obligations and tax considerations. The document is particularly important as directors in Austria often fall outside standard employment law protections, necessitating comprehensive contractual coverage of their rights and obligations. It should be tailored to reflect the company's size, industry-specific requirements, and corporate governance structure while maintaining compliance with relevant Austrian regulations and corporate governance codes.

What sections should be included in a Directors Service Agreement?

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

2. Background: Context of the appointment and any relevant corporate decisions

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Details of the director's appointment, position, and duration

5. Duties and Responsibilities: Comprehensive outline of the director's roles, obligations, and authority

6. Time Commitment: Expected working hours and availability requirements

7. Remuneration: Base salary, bonuses, and other financial benefits

8. Benefits: Non-financial benefits including insurance, car allowance, etc.

9. Expenses: Policy on business expenses and reimbursement

10. Leave Entitlement: Vacation, sick leave, and other absence provisions

11. Confidentiality: Obligations regarding company confidential information

12. Intellectual Property: Ownership and rights to work created during directorship

13. Data Protection: Compliance with Austrian data protection laws

14. Termination: Grounds and procedures for ending the agreement

15. Post-Termination Obligations: Continuing duties after the agreement ends

16. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution

What sections are optional to include in a Directors Service Agreement?

1. External Appointments: Used when the director may hold other positions or directorships

2. Share Options: Include when offering equity-based compensation

3. International Travel: Required for roles involving significant international duties

4. Corporate Governance: Additional section for listed companies or those following specific governance codes

5. Gardening Leave: Include if the company wants the right to place director on paid leave

6. Change of Control: Important for companies anticipating possible ownership changes

7. Compliance with Industry Regulations: Required for regulated industries like financial services

8. Performance Metrics: Used when specific performance targets are tied to compensation

9. Training and Development: Include when specific professional development is required

10. Insurance and Indemnification: Detailed provisions for D&O insurance and company indemnification

What schedules should be included in a Directors Service Agreement?

1. Schedule 1 - Remuneration Package: Detailed breakdown of all compensation elements

2. Schedule 2 - Job Description: Detailed outline of roles and responsibilities

3. Schedule 3 - Benefits Package: Comprehensive list of all benefits and conditions

4. Schedule 4 - Company Policies: Key corporate policies applicable to the director

5. Schedule 5 - Performance Criteria: Specific metrics and targets for performance evaluation

6. Appendix A - Share Option Terms: Detailed terms of any share option schemes

7. Appendix B - Expense Policy: Detailed rules for expense claims and reimbursement

8. Appendix C - Corporate Governance Guidelines: Relevant corporate governance requirements and procedures

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

Jurisdiction

Austria

Document Type

Service Agreement

Cost

Free to use

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