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1. Parties: Identification of the company and the director, including full legal names and addresses
2. Background: Context of the appointment, including company details and the basis for hiring the director
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the director position, appointment date, and duration of the contract
5. Duties and Responsibilities: Comprehensive outline of the director's roles, obligations, and scope of authority
6. Working Time and Place of Work: Specifications regarding working hours and location, acknowledging executive status
7. Remuneration: Base salary, bonuses, and other financial benefits
8. Benefits and Expenses: Additional benefits, expense policies, and reimbursement procedures
9. Vacation and Leave: Annual leave entitlement and procedures for taking time off
10. Confidentiality: Obligations regarding company secrets and confidential information
11. Intellectual Property: Assignment of IP rights and related obligations
12. Non-Competition and Non-Solicitation: Post-employment restrictions and their geographical/temporal scope
13. Data Protection: Compliance with GDPR and German data protection laws
14. Termination: Grounds for termination, notice periods, and procedures
15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Shareholding Provisions: Required when the director holds or will hold shares in the company
2. International Travel: Necessary for roles requiring significant international responsibilities
3. Corporate Governance Compliance: Additional requirements for listed companies or regulated industries
4. Secondary Employment: Provisions regarding other business activities or board positions
5. Insurance Coverage: Specific provisions for D&O insurance and other coverage
6. Representative Authority: Detailed provisions on signing authority and power of representation
7. Compliance with Industry Regulations: Required for regulated industries like financial services
8. Integration with Shareholders' Agreement: Needed when the director is also a shareholder
9. Change of Control: Special provisions in case of company sale or merger
1. Schedule 1: Remuneration Details: Detailed breakdown of salary, bonuses, and payment structures
2. Schedule 2: Benefits Package: Comprehensive list of benefits including pension, insurance, car allowance
3. Schedule 3: Performance Targets: Specific KPIs and bonus-related performance metrics
4. Schedule 4: Company Policies: Key company policies applicable to the director
5. Schedule 5: Approved Secondary Appointments: List of pre-approved external positions or commitments
6. Appendix A: Job Description: Detailed outline of role and responsibilities
7. Appendix B: Share Option Scheme: Details of any share options or equity participation
8. Appendix C: Corporate Authority Matrix: Breakdown of decision-making and approval authorities
Financial Services
Manufacturing
Technology
Healthcare
Retail
Professional Services
Energy
Real Estate
Telecommunications
Automotive
Chemical Industry
Construction
Media and Entertainment
Logistics and Transportation
Consumer Goods
Legal
Human Resources
Corporate Governance
Board Secretariat
Compliance
Finance
Executive Office
Corporate Affairs
Risk Management
Managing Director (Gesch盲ftsf眉hrer)
Executive Director
Board Member (Vorstand)
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Chief Technology Officer
Chief Marketing Officer
Regional Director
Division Director
Country Manager
Executive Vice President
Senior Managing Director
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