Managing Director`s Employment Agreement

by _ between

____________________, represented by its shareholder ___________________
(hereinafter called “Company”)


Ms. / Mr. ____________________
(hereinafter called "Managing Director")



Effective _ date _ shareholder of _ Company, has appointed Ms. / Mr. ________ as Managing Director (“Geschäftsführer”). _ Managing Director`s Employment Agreement will be arranged as follows:


§ 1 Duties _ Obligations

(1) As _ Managing Director, Ms. / Mr. _________ represents _ company pursuant _ the specifications of _ laws, _ partnership agreement _ any rules of internal procedure. He manages _ company _ his own responsibility in _ framework of regular business activities. _ Managing Director can report _ the shareholders about specific transactions _ actions _ propose that _ shareholders make them dependent upon their approval.

(2) _ following transactions _ actions require _ prior approval of _ shareholders:

a. acquiring, debiting _ disposing of participating interests in other companies _ conceding option rights _ said participating interests;

b. concluding, amending _ suspending inter-company agreements as defined by Section 291 ff. of Aktiengesetz (German Companies Act),

c. acquiring, selling _ leasing companies _ operating units,

d. actions pursuant _ the Umwandlungsgesetz (German Transformation Act) with a participating interest of subsidiaries _ associated companies,

e. liquidating subsidiaries _ associated companies,

f. establishing _ dissolving subsidiaries _ branch offices,

g. entering into, amending _ suspending dormant equity relationships,

h. taking _ guaranties _ other liabilities for third parties,

i. concluding forward exchange transactions _ other speculative transactions,

j. acquiring pieces of real estate _ disposals of real estate _ rights equivalent _ real property as well as _ corresponding obligatory contracts,

k. concluding, substantially amending _ suspending tenancies, lease agreements _ miscellaneous continuous obligations with a minimum term of more than one year _ a financial debit _ the company in excess of ___ euros (net) per anno in each individual case; this does not apply _ customer contracts _ marketing agreements in normal business activities,

l. taking _ granting credit of more than ___ euros in each individual case with _ exception of granting credit in _ framework of conventional business activities,

m. issuing _ withdrawing general commercial powers of attorney,

n. concluding contracts of employment with earnings for _ entire year in excess of ___ euros (excluding social security benefits) _ with a minimum contractual term _ minimum notice period of one year (excluding trainees) _ any amendment to/termination of said contracts as well as contracts with consultants with a total fee in excess of ___ euros net p.a.,

o. initiating (bringing action) _ ending (abandoning action, debt composition proceedings, acknowledgment of debt _ waiving action) _ legal disputes with a value of _ matter in excess of ___ euros.

(3) However, it does not require approval _ the extent that these legal transactions are specifically listed in an approved annual budget. Furthermore, prior approval _ not necessary _ the extent that it would be _ the substantial _ obvious detriment of _ company _ wait for _ quick decision of _ shareholders. In a case such as this, _ Managing Director has _ notify _ shareholders without delay _ obtain their permission.

(4) _ Managing Director _ obliged _ perform any task arising during _ course of his work using his best efforts _ safeguard _ interests of _ Company. _ Company shall be entitled _ assign other tasks of equal _ higher grade _ the Managing Director, according _ his abilities. _ assignment of an equal grade task shall have no influence _ the remuneration agreed upon.


§ 2 Additional occupation

(1) _ Managing Director has _ dedicate his entire professional interests, _ his 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.

(2) Every form of additional employment _ in principle forbidden. _ Company may give its written approval in exceptional cases if such a case _ sufficiently substantiated. Furthermore any participation in any other company _ the running of his own business requires _ prior written approval of _ Company.


§ 3 Work place; means of work; expenses

(1) _ work place _ the registered seat of _ Company, _____________ .

(2) _ Company puts at _ disposition of _ Managing Director _ necessary means of work such as mobile phone, access _ intranet, laptop _ a company credit card.

(3) Regular _ reasonable travel expenses _ other expenses incurred in _ performance of _ Managing Director’s job will be reimbursed _ the presentation of receipts. However, any work trip _ expenses that may entail higher cost, will be subject _ previous acceptance by _ Managing Director.


§ 4 Remuneration

(1) _ Managing Director receives a remuneration of EUR _________ gross per year due _ payable in 12 equal instalments at _ end of each month (base salary). Additionally, _ Managing Director will be included in _ variable remuneration, Management by Objectives system (MBO) with a bonus of 20 % of _ base salary.

(2) Furthermore, _ Managing Director receives subsidy _ the voluntary health insurance _ old age pension insurance.

(3) _ payment of _ above remuneration will be made _ the bank account specified by _ Managing Director.


§ 5 Company Car

(1) _ Company shall make available _ the Managing Director a company car, BMW 320d _ equivalent. (The car price up _ 40.000 Euros)

(2) _ company car may also be used for private purposes. _ Managing Director shall pay _ taxes due _ the taxable benefit of such private use.

(3) _ Managing Director shall treat _ company car with care, undertake all due TÜV testings, regular services, _ necessary repairs.

(4) All costs for _ operation (including fuel up _ 200 Euros monthly, tax, comprehensive insurance _ third-party liability insurance), maintenance _ repair of _ company car shall be paid by _ Company. _ costs of fuel of travelling during holidays shall not be included.

(5) Upon termination of _ Employment Agreement, _ Managing Director shall return _ company car with all accessories _ fittings _ the Company at _ Company’s seat.

(6) _ Company may at any time set up a company car policy which contains further regulations.


§ 6 Reserve for voluntary payments

The payment of any possible extra payment in addition _ the remuneration stated under § 4 above would be an extra payment granted by _ Company _ a purely voluntary basis. Even if such payment were repeatedly granted without express indication of its voluntary nature, no legal claim would be constituted by this for _ future.


§ 7 Prevention from Work

The Managing Director shall inform _ Shareholder of any prevention from work _ its presumable duration as well as _ grounds of _ prevention from work.


§ 8 Continuation of Remuneration Payments upon Sickness _ Accident

(1) _ Managing Director shall receive continued payment of remuneration for _ period of 2 months when he _ prevented from working due _ inability _ work resulting from illness, unless he has caused _ inability _ work willfully, by gross negligence _ during a non-approved additional occupation.

(2) _ Managing Director shall moreover receive ordinary insurance coverage against accident which shall be paid by _ Company.


§ 9 Holiday

The Managing Director shall have 30 working days (Monday _ Friday) of vacation with continued payment of remuneration in each calendar year. Vacation shall be taken during _ current calendar year. Vacation time shall only be transferable _ the next calendar year if significant business _ personal reasons justify such transfer. In case of such transfer vacation must be taken during _ first three months of _ following year.


§ 10 Duty _ keep secret; working documents; contractual penalty

(1) During _ period covered by this Employment Agreement _ after its termination _ expiration, _ Managing Director agrees _ keep secret all business _ operational secrets _ other information _ the Company that _ evidently confidential _ which has been specified _ the Managing Director as confidential by _ company, _ in particular, not _ disclose such knowledge _ Third Parties.

(2) All documents (including data) concerning _ Company shall be deemed _ be _ property of _ Company. _ Managing Director shall store such documents safely, so that _ documents cannot be accessed by third parties.

(3) If _ Managing Director violates these provisions, he shall pay for each instance of violation a contractual penalty in _ amount of EUR 7.000 _ the Company. _ Company’s right _ ask for compensation of _ exceeding damage shall remain unaffected.


§ 11 Return of Documents _ means of work

Upon _ termination of his employment _ in _ event of _ release of _ Managing Director from his duties, _ Managing Director shall return all means of work _ documents, papers, electronic files, drawings, notes, drafts, copies, carbon copies of _ same _ the Company, without _ necessity of _ Company giving notice _ the Managing Director. _ Managing Director shall have no right _ withhold any papers as security for any claims against _ Company.


§ 12 Post-contractual Competition Prohibition

(1) For a period of one year after _ termination of this Agreement _ Managing Director undertakes not _ become active in any way, neither directly _ indirectly, as a self-employed person _ as an employee for any domestic _ foreign enterprise competing with _ Company _ with any of its affiliates. During _ term of this post-contractual competition prohibition, _ Managing Director shall not operate any own enterprise _ participate in an enterprise which competes with _ Company _ with any of its affiliates.

(2) _ geographical restriction covers Germany.

(3) As compensation for _ imposed restrictions _ Company shall pay _ the Managing Director during _ agreed period an amount of 50% of _ remuneration last received by him.

(4) _ Managing Director undertakes _ pay _ the Company for each instance of violation of _ aforementioned competition restrictions a contractual penalty in _ amount of EUR 7,000. _ assertion of further damages by _ Company remains unaffected.

(5) Unless otherwise provided for in this Agreement, Sec. 74 et seq. of _ German Commercial Code shall in other respects _ applicable mutatis mutandis.


§ 13 Duration of _ Managing Director's Employment Agreement

(1) This Agreement shall be effective as of 1st January 2012.

(2) This agreement may be terminated by either side by giving three months written notice by _ end of _ month, unless a longer period of notice _ required by law. _ right of termination without notice _ immediate effect for good cause remains unaffected. Any termination must be in writing _ be effective.

(3) Notwithstanding any claims for compensation, _ appointment as Managing Director may be withdrawn at any time by a shareholders´ resolution. Withdrawal shall be construed as notice of termination effective as at _ next possible date.

(4) Should _ shareholder _ the Managing Director terminate this Employment Agreement, _ Company shall be entitled _ release _ Managing Director from his obligation _ work during _ notice period _ parts thereof. Any remuneration from third parties that _ Managing Director receives during such release (or refrains from receiving in bad faith) will be set-off against _ claim for continued remuneration. _ same applies for periods of release from work in case of a cancellation contract _ a settlement contract.

(5) _ term of employment ends in any case at _ end of _ month in which _ Managing Director reaches _ statutory pension age.


§ 14 Limitation Period for claims

(1) Any _ all claims out of _ in relation with _ employment relationship have _ be asserted in writing by _ respective party within a cut-off period of three months (reception of assertion by _ other party). If _ other party rejects _ claim, _ asserting party must file _ claim by legal action within a cut-off period of further three months (reception of writ of summons by court). In case _ claimant party does not receive a written answer _ its claims asserted in writing within two weeks from _ other party, this will be deemed a written rejection. Claims that are not asserted within _ aforementioned cut-off periods are forfeited.

(2) _ above § 14 (1) _ not applicable with respect _ claims for payment of _ Managing Director that become due _ payable during a lawsuit for dismissal, _ which are dependent from its result. Concerning these claims, _ foreclosure period begins _ run with _ legally binding closure of _ lawsuit.


§ 15 Final Provisions

(1) Collateral clauses _ changes _ this contract require written form for their legal effectiveness. This applies also _ the change of this provision of written form.

(2) Should any provision of this contract be ineffective, this will not concern _ effectiveness of _ remaining contract. _ parties bind themselves _ agree instead of _ ineffective clause a provision that meets at best _ economic sense of _ void provision.


__________, ___ . ___ . 20___                           ___________, ___ . ___ . 20___


__________________________                            __________________________
Company                                                                        Managing Director

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