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Managing Director`s Employment Agreement

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by and between

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


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



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

§ 1 Duties and Obligations

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

(2) The following transactions and actions require the prior approval of the shareholders:

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

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

c. acquiring, selling and leasing companies or operating units,

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

e. liquidating subsidiaries and associated companies,

f. establishing and dissolving subsidiaries and branch offices,

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

h. taking on guaranties or other liabilities for third parties,

i. concluding forward exchange transactions or other speculative transactions,

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

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

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

m. issuing or withdrawing general commercial powers of attorney,

n. concluding contracts of employment with earnings for the entire year in excess of ___ euros (excluding social security benefits) or with a minimum contractual term or minimum notice period of one year (excluding trainees) and 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) or ending (abandoning action, debt composition proceedings, acknowledgment of debt and waiving action) on legal disputes with a value of the matter in excess of ___ euros.

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

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

§ 2 Additional occupation

(1) The Managing Director has to dedicate his entire professional interests, and his 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.

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

§ 3 Work place; means of work; expenses

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

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

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

§ 4 Remuneration

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

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

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

§ 5 Company Car

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

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

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

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

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

(6) The 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 to the remuneration stated under § 4 above would be an extra payment granted by the Company on a purely voluntary basis. Even if such payment were repeatedly granted without express indication of its voluntary ...

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