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Managership Contract I

MANAGERSHIP CONTRACT

between _____________________, (Hereinafter called "Company")

and ______________________, (Hereinafter called "Managing Director")

Article 1
Tasks and duties

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

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

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

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

Article 2
Duration of the Contract

1. This contract begins on _____________________.

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

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

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

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

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

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

Article 3
Salary

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

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

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

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

Article 4
Salary in case of illness, accident

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

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

Article 5
Leave

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

Article 6
Retirement and survivor benefits

In due time, the Managing Director will be granted entitlement to Company retirement benefits and survivor benefits will be granted.

Article 7
Other entitlements

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

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

Article 8
Secrecy

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

Article 9
Records

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

Article 10
Restraint agreement

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

Article 11
Concluding provisions

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

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

[Place, Date, Signatures]

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