Managership Contract I

MANAGERSHIP CONTRACT

between _____________________, (Hereinafter called "Company")

and ______________________, (Hereinafter called "Managing Director")

 

Article 1
Tasks ... duties

1. ___________________is ... Managing Director of ... Company. He/She represents ... Company ... accordance with ... provisions of ... Articles of Association of ... Company ... the regulations of ... shareholders. ___________________is exempted from provisions under Article 181 of BGB (Civil Law Code).

2. ... Company can appoint additional Managing Directors. From time ... time, ... Managing Directors are ... determine ... division of responsibilities among them.

3. __________________ conducts business ... accordance with ... provisions of law, ... Articles of Association, other possible rules of business ... the regulations of ... shareholders.__________________ ... free ... the manner of exercising his duty.

4. ___________________ ... to dedicate his/her entire professional interests, ... his/her expertise ... knowledge exclusively ... the Company. ... assumption of subsidiary activities with ... without remuneration, honorary duties as well as board memberships, memberships ... advisory boards ... similar offices require written authorization from ... shareholders.

Article 2
Duration of ... Contract

1. This contract begins ... _____________________.

2. ... contract ... concluded for an undetermined period of time.

3. This contract can be terminated by each party by giving 6 months' notice ... the end of a calendar month.

4.Termination of ... contract must be made ... writing. ... termination by _______________ ... to be made ... the Company if ... post of an additional Managing Director ... filled, otherwise termination of ... contract ... to be made ... the shareholder with ... highest capital investment ... the Company. A termination ... the part of ... Company ... carried out as written notification of a corresponding decision made by ... shareholders.

5. After a termination of this contract by either party with ... without due notice, ... Company has ... right ... immediately release ________________ from his/her duties ... the Company.

6. This contract ends without termination at ... end of ... calendar month ... which _________________ has reached ... age of 65.

7. ... appointment of __________________to ... post of Managing Director can be revoked at any time by a decision of ... shareholders without impairment ... his/her compensation claims under ... contract. ... revocation ... to be considered as termination of this contract ... take effect at ... next possible period ... time.

Article 3
Salary

1. __________________ receives as remuneration for his/her duties an gross annual salary of Euro __________________. ... annual salary - less allowable legal deductions - ... to be paid ... 12 equal installments, each installment at ... end of each calendar month.

2. Besides ... regular salary, ___________________ ... eligible ... a bonus ... the amount of 30 percent of ... basis of valuation. ... Basis of valuation ... the profit of ... year before ... deduction of shares ... income taxes ... after ... charging of all losses. ... bonus ... limited ... 1/3 of ... regular salary.

3. ... Bonus has ... be paid one month after ... approval of ... annual balance by ... shareholdermeeting. It ... be paid off together with ... salary of that month.

4. ... payment of ... bonus ... inapplicable for ... year of ... discharge of ... Managing Director, if he ... discharged for just cause. If ... Managing Director retires during ... commercial year for other reasons, he has a claim which ... to be calculated ... proportion ... the lapsed time of ... commercial year.

Article 4
Salary ... case of illness, accident

1. ... the case of illness ... other acts preventing his/her performance arising through no fault of his/her own, a monthly salary ... continue ... be paid for a period of six months ... accordance with Article 3 after deduction of an amount equal ... amount of sick pay provided by ... health insurance company. A continuation of his/her salary payments ... to be made no longer than till ... expiration of this contract.

2. ... due time, ... Company ... insure____________________ against accidents commensurate with his/her post as Managing Director of ... Company.

Article 5
Leave

_________________ ... entitled ... an annual vacation time of __________working days. ... scheduling of vacation periods ... to be coordinated with ... other Managing Directors.

Article 6
Retirement ... survivor benefits

In due time, ... Managing Director ... be granted entitlement ... Company retirement benefits ... survivor benefits ... be granted.

Article 7
Other entitlements

1. ... request, a company car ... be placed at ... disposal of _________________ for ... purpose of carrying out duties within ... framework of this contract ... may be utilized as a private vehicle. ... income tax accessed ... the monetary benefits derived from ... utilization of ... vehicle for private purposes ... to be borne by ______________________. Until ... time ... which a company car ... made available, a mileage allowance ... be granted based ... the corresponding valid rate per car-kilometer. Other travel expenses are ... be submitted ... the form of a travel-expense report ... will be reimbursed by _________________.

2. ... reimbursement for expenses which ________________ incur ... conjunction with ... performance of duties within ... framework of this contract, including travel ... entertaining expenses, ... be based ... the corresponding valid flat-rate allowances under current tax laws.

Article 8
Secrecy

With respect ... Company affairs, ___________________ ... obligated ... maintain ... utmost secrecy towards third parties. This obligation ... secrecy ... to continue even after withdrawal from service ... the Company.

Article 9
Records

On withdrawal from service ... the Company, ___________________ ... obligated ... immediately submit ... the Company all documents, correspondence, memorandums, ... similar records ... his/her possession which relate ... the affairs of ... Company. ___________ does not have ... right of retention ... such records.

Article 10
Restraint agreement

_________________ may not enter into direct ... indirect competition with ... Company during his/her service ... the Company as well as up ... twelve months after termination of this contract. All other earnings-related activities are only permitted with ... authorization of ... Company.

Article 11
Concluding provisions

1. Should individual provisions under this contract be declared invalid, it ... not have an effect ... the remaining provisions under ... contract. ... parties are obligated ... replace such invalid provisions with operative provisions which guarantee as far as possible ... economic success ... accordance with ... purpose of ... invalid provisions.

2. Changes ... supplements ... this contract must be made ... writing. This applies also ... changes ... provisions made under sentence 1 above.

 

[Place, Date, Signatures]

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