Managership Contract I


between _____________________, (Hereinafter called "Company")

and ______________________, (Hereinafter called "Managing Director")


Article 1
Tasks _ duties

1. ___________________is _ Managing Director of _ Company. He/She represents _ Company in 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 in accordance with _ provisions of law, _ Articles of Association, other possible rules of business _ the regulations of _ shareholders.__________________ _ free in _ 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 in 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 in _ 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 in _ Company.

6. This contract ends without termination at _ end of _ calendar month in 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 in time.

Article 3

1. __________________ receives as remuneration for his/her duties an gross annual salary of Euro __________________. _ annual salary - less allowable legal deductions - _ to be paid in 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 will 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 in proportion _ the lapsed time of _ commercial year.

Article 4
Salary in case of illness, accident

1. In _ case of illness _ other acts preventing his/her performance arising through no fault of his/her own, a monthly salary will continue _ be paid for a period of six months in 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. In due time, _ Company will insure____________________ against accidents commensurate with his/her post as Managing Director of _ Company.

Article 5

_________________ _ 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 will be granted entitlement _ Company retirement benefits _ survivor benefits will be granted.

Article 7
Other entitlements

1. _ request, a company car will 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 in which a company car _ made available, a mileage allowance will be granted based _ the corresponding valid rate per car-kilometer. Other travel expenses are _ be submitted in _ form of a travel-expense report _ will be reimbursed by _________________.

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

Article 8

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

Article 9

On withdrawal from service in _ Company, ___________________ _ obligated _ immediately submit _ the Company all documents, correspondence, memorandums, _ similar records in 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 in _ 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 will 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 in accordance with _ purpose of _ invalid provisions.

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


[Place, Date, Signatures]

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