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Directors Agreement Template for Germany

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Key Requirements PROMPT example:

Directors Agreement

"I need a Directors Agreement under German law for appointing a new CFO to our technology startup, with a focus on equity-based compensation and international travel requirements, starting March 1, 2025."

Document background
The Director's Agreement is a crucial document used when appointing executive directors (Vorstandsmitglieder) or managing directors (Geschäftsführer) in German companies. It serves as the primary contractual framework defining the relationship between the company and its directors, ensuring compliance with German corporate law, particularly the Stock Corporation Act (AktG) for AGs and the GmbH Act for limited liability companies. The agreement is typically prepared when appointing new directors or renewing existing appointments, and must carefully balance corporate law requirements with employment aspects. It requires approval from the Supervisory Board (in case of an AG) or shareholders (in case of a GmbH) and includes comprehensive provisions on duties, remuneration, benefits, and liability, while adhering to German corporate governance standards and regulatory requirements.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Term: Duration of appointment, position title, and conditions for renewal

5. Duties and Responsibilities: Detailed description of director's roles, obligations, 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, company car, etc.

9. Expenses: Policy on business expenses and reimbursement

10. Vacation and Leave: Annual leave entitlement and conditions

11. Confidentiality: Obligations regarding company information and trade secrets

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

13. Non-Competition: Restrictions during and after the agreement term

14. Termination: Grounds and procedures for termination

15. Company Policies: Compliance with corporate policies and procedures

16. Governing Law: Specification of German law as governing law

17. Miscellaneous: Standard contractual provisions including severability and entire agreement

Optional Sections

1. D&O Insurance: Details of directors' and officers' liability insurance, if provided

2. Additional Board Positions: Terms for holding board positions in affiliated companies

3. Relocation: Provisions for relocation support if director is moving from another location

4. Share Options: Details of any share option schemes or equity participation

5. International Travel: Specific provisions for international assignments or travel

6. Corporate Representation: Special powers of representation in specific jurisdictions

7. Data Protection: Specific provisions regarding personal data handling if director has access to sensitive data

8. Change of Control: Provisions applicable in case of company ownership change

Suggested Schedules

1. Schedule 1 - Remuneration Details: Detailed breakdown of salary, bonuses, and payment structures

2. Schedule 2 - Benefits Package: Comprehensive list of benefits and their terms

3. Schedule 3 - Position Description: Detailed outline of roles, responsibilities, and reporting structure

4. Schedule 4 - Corporate Policies: Key company policies applicable to the director

5. Schedule 5 - Share Option Terms: Details of any share option or equity participation schemes

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

7. Appendix B - Power of Attorney: Specific powers granted to the director

8. Appendix C - Confidentiality Agreement: Detailed confidentiality terms and restrictions

Authors

Alex Denne

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

Relevant legal definitions







































Clauses










































Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Retail

Energy

Telecommunications

Automotive

Chemical

Professional Services

Real Estate

Construction

Media and Entertainment

Transportation and Logistics

Consumer Goods

Relevant Teams

Legal

Human Resources

Corporate Governance

Compliance

Finance

Company Secretariat

Board Administration

Executive Administration

Compensation and Benefits

Risk Management

Relevant Roles

Managing Director

Executive Director

Board Member

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Chief Marketing Officer

Regional Director

Division Director

Executive Vice President

Country Manager

General 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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