Managing Director`s Employment Agreement

by ... between

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

and

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

 

Preamble

Effective ... date ... shareholder of ... Company, has appointed Ms. / Mr. ________ as Managing Director (“Geschäftsführer”). ... Managing Director`s Employment Agreement ... 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 ... the 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 ... 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 ... excess of ___ euros (net) per anno ... each individual case; this does not apply ... customer contracts ... marketing agreements ... normal business activities,

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

m. issuing ... withdrawing general commercial powers of attorney,

n. concluding contracts of employment with earnings for ... entire year ... 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 ... 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 ... excess of ___ euros.

(3) However, it does not require approval ... the extent that these legal transactions are specifically listed ... 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. ... 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 ... exceptional cases if such a case ... sufficiently substantiated. Furthermore any participation ... 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 ... the performance of ... Managing Director’s job ... be reimbursed ... the presentation of receipts. However, any work trip ... expenses that may entail higher cost, ... be subject ... previous acceptance by ... Managing Director.

 

§ 4 Remuneration

(1) ... Managing Director receives a remuneration of EUR _________ gross per year due ... payable ... 12 equal instalments at ... end of each month (base salary). Additionally, ... Managing Director ... be included ... the 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 ... 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 ... 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 ... 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. ... 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, ... 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 ... the 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 ... 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 ... 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 ... the amount of EUR 7,000. ... assertion of further damages by ... Company remains unaffected.

(5) Unless otherwise provided for ... this Agreement, Sec. 74 et seq. of ... German Commercial Code shall ... 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 ... 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 ... bad faith) ... be set-off against ... claim for continued remuneration. ... same applies for periods of release from work ... case of a cancellation contract ... a settlement contract.

(5) ... term of employment ends ... any case at ... end of ... month ... 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 ... 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). ... case ... claimant party does not receive a written answer ... its claims asserted ... writing within two weeks from ... other party, this ... 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 ... 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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