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Director Appointment Agreement

Director Appointment Agreement Template for Germany

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Key Requirements PROMPT example:

Director Appointment Agreement

"I need a Director Appointment Agreement under German law for appointing our CFO to the management board of our technology AG, starting March 1, 2025, with specific provisions for stock options and international responsibilities across our European subsidiaries."

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Document background
The Director Appointment Agreement is a crucial document used when appointing new members to a company's management board or as managing directors in German companies. It serves as the primary legal instrument defining the relationship between the company and its directors, incorporating requirements from German corporate law, including the Aktiengesetz or GmbH-Gesetz depending on the company structure. This agreement is essential for both newly established companies and existing organizations making new appointments or renewing terms. It covers comprehensive terms including duties, remuneration, benefits, confidentiality obligations, and termination provisions, while ensuring compliance with German corporate governance requirements and regulatory standards.
Suggested Sections

1. Parties: Identification of the company and the appointed director

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Official appointment, position title, and duration of appointment

5. Duties and Responsibilities: Core responsibilities, reporting relationships, and scope of 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, pension, and other perks

9. Expenses: Policy on business expenses and reimbursement

10. Confidentiality: Obligations regarding company confidential information

11. Conflicts of Interest: Requirements for disclosure and handling of conflicts

12. Intellectual Property: Rights and obligations regarding IP created during directorship

13. Termination: Grounds and procedures for termination of appointment

14. Post-Termination Obligations: Continuing duties and restrictions after termination

15. Data Protection: Compliance with GDPR and German data protection laws

16. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

Optional Sections

1. Multiple Board Positions: Required when director serves on multiple boards within group companies

2. International Assignments: Needed for directors with international responsibilities

3. Share Options: Include when share-based compensation is part of the package

4. Corporate Representation: Special powers of representation beyond standard director duties

5. Supervisory Board Relationship: Required for companies with two-tier board structure

6. Non-Competition: Post-directorship competition restrictions (if applicable under German law)

7. Relocation Terms: Include if director is relocating for the position

8. D&O Insurance: Specific provisions regarding directors' and officers' liability insurance

Suggested Schedules

1. Schedule 1 - Detailed Compensation Structure: Breakdown of all compensation elements including bonus calculations

2. Schedule 2 - Position Description: Detailed outline of roles, responsibilities, and authority limits

3. Schedule 3 - Benefits Package: Comprehensive list of benefits and their terms

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

5. Schedule 5 - Power of Attorney: Specific powers granted to the director

6. Appendix A - Board Resolution: Copy of board resolution approving the appointment

7. Appendix B - Company Structure: Organizational chart showing director's position and reporting lines

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Healthcare

Retail

Professional Services

Energy

Telecommunications

Real Estate

Transportation

Consumer Goods

Industrial

Media and Entertainment

Pharmaceuticals

Construction

Automotive

Relevant Teams

Legal

Human Resources

Corporate Governance

Board Secretariat

Compliance

Finance

Executive Office

Corporate Affairs

Risk Management

Internal Audit

Relevant Roles

Chief Executive Officer

Managing Director

Executive Director

Board Member

Management Board Member

Vorstand

³Ò±ð²õ³¦³óä´Ú³Ù²õ´Úü³ó°ù±ð°ù

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Regional Director

Division Director

Executive Vice President

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

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