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1. Parties: Identification of the company and the director, including full legal names and addresses
2. Background: Context of the appointment and any relevant corporate resolutions
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Details of the appointment, position, and duration of service
5. Duties and Responsibilities: Comprehensive outline of the director's duties, including statutory obligations under German law
6. Time Commitment: Expected working hours and availability requirements
7. Remuneration: Base salary, bonuses, and other financial benefits
8. Benefits: Non-cash benefits including insurance, pension, and other perks
9. Expenses: Policy on business expenses and reimbursement
10. Holiday and Leave: Vacation entitlement and other leave provisions
11. Confidentiality: Protection of company confidential information
12. Intellectual Property: Ownership and protection of IP created during directorship
13. Data Protection: Compliance with GDPR and German data protection laws
14. Termination: Grounds and procedures for termination of the agreement
15. Post-Termination Obligations: Ongoing duties after the end of directorship
16. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Non-Competition: Post-termination restrictions on competing activities, optional based on role sensitivity and market conditions
2. International Travel: Specific provisions for international duties, included if role requires significant travel
3. Multiple Board Positions: Rules regarding holding other directorships, needed if allowed by company policy
4. Company Car: Terms of company car provision, if applicable
5. Representation on Supervisory Board: Required for dual-board structure companies
6. Stock Options: Share-based compensation terms, if offered
7. Relocation Assistance: Terms of relocation support, if director is moving for the role
8. Insurance and Indemnification: D&O insurance and additional indemnification provisions, based on company policy
1. Schedule 1 - Remuneration Details: Detailed breakdown of compensation package including bonus calculations
2. Schedule 2 - Benefits Package: Comprehensive list of benefits and their terms
3. Schedule 3 - Performance Metrics: KPIs and performance evaluation criteria
4. Schedule 4 - Approved Outside Directorships: List of pre-approved board positions at other companies
5. Schedule 5 - Company Policies: Key corporate policies applicable to the director
6. Appendix A - Board Resolution: Copy of board resolution approving the appointment
7. Appendix B - Power of Attorney: Scope of director's authority to represent the company
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