OUTLINED TERMS. Business Business and operations The Company’s business is [insert description] (“Business”). The Company’s current business plan (“Business Plan”) is attached to the Agreement as Schedule 3. The Business Plan may be amended by the Supervisory Board. Corporate Governance and Important Decisions Governing bodies Shareholders, Supervisory Board, Management Board Shareholder matters amending the articles of association changing the share capital, excluding the existing shareholders’ pre-emptive right to subscribe for new Shares, options, convertible loans, other instruments giving their holders the right to acquire any Shares issuing convertible note, entering into convertible loan agreement, changing any material terms of any such transaction approving, and changing any material terms of, any option plan entering into, and changing any material terms of, any option agreement, except in accordance with previously approved option plan entering into any other agreement granting any person a right to acquire any Share, changing any material terms of such transaction acquiring own (treasury) Shares and transferring such Shares deciding on merger, division, transformation or dissolution distributing profit taking any of the actions in (i)-(ix) with respect to any subsidiary of the Company electing and recalling supervisory board members, except Company’s supervisory board members who are directly appointed under Section “Supervisory Board” entering into, and changing any material terms of, any transaction with a supervisory board member or his Related Party, raising a claim against a supervisory board member or his Related Party and appointment of the Company’s representative in any such matter approving annual report electing auditor designating special audit and remuneration of the special auditor resolving other matters placed within the competence of shareholders by Law. Adoption of Shareholder resolutions A resolution in Shareholder matters (i)-(x) above is adopted if supported by more than 50% of votes represented by all Shares or a higher majority set forth by mandatory Law, including in any event the Investor Majority Votes. In all other Shareholder matters, a resolution is adopted if supported by more than 50% of votes represented by Shares or a higher majority set forth by mandatory Law.
OUTLINED TERMS. Position, commencement of duties, specific areas of responsibility You are appointed as the [CHOOSE EITHER] [OPTION 1:] [chairman] [OPTION 2:] [member] of the Management Board (“Position”) from [insert] (the “Effective Date”). [OPTIONAL:] Your specific areas of responsibility are described below [list the areas of responsibility]. General duties As from the Effective Date You must perform all duties relating to Your Position that arise from law, this Agreement, Articles of Association, the Shareholders’ Agreement (if existing), Corporate Resolutions and Internal Regulations. You must comply with instructions arising from Corporate Resolutions, subject always to Your duty of care (see Section 2.3.). Remuneration [CHOOSE EITHER] [OPTION 1:] [Your basic remuneration is EUR [insert] gross per month (“Remuneration”) which will be paid monthly no later than on the [insert] day of each month, or on the first working day following the month for which the Remuneration is accounted, by credit transfer into Your nominated bank.] [OPTIONAL:] [In addition to the Remuneration, you are entitled to earn bonuses in accordance with the bonus scheme established by the Supervising Body (as defined below).] [OPTION 2:] [You will not be paid any remuneration for the performance of Your duties1.] Office, support services and other benefits The Company will provide You working equipment necessary for performance of Your duties, including [add list of benefits and conditions of use, for example mobile phone, laptop, company car, other equipment] and will cover related fees, subject to following limits: [insert].
OUTLINED TERMS. Option Grant Date [insert the date on which this Agreement is signed] Total number of Shares underlying the Option [insert] Shares representing [insert] % of the Fully Diluted Share Capital of the Company on the Grant Date. The Optionholder agrees that the Fully Diluted Share Capital of the Company may change after the Grant Date and he is not protected against dilution. Vesting Vesting Start Date [insert the first day of calendar month immediately following the Grant Date] Vesting Vesting Period: 4 years from the Vesting Start Date 25% of the Shares shall vest on the 1st anniversary of the Vesting Start Date. The remaining 75 % of the Shares shall vest in equal monthly installments over the following three years so that all Shares shall become fully vested on the 4th anniversary of the Vesting Start Date. Acceleration Choose: [No acceleration]/[Double Trigger]/[Single Trigger] Exercise Exercise of Option The Option may be exercised only in the following circumstances: upon Exit or Liquidation after [insert date] upon death of Optionholder The specific Exercise Period applicable to each such situation is set out in Detailed Terms. Exercise Price € [insert amount] per Share Good Leaver and Bad Leaver
OUTLINED TERMS. Option Grant Date [CHOOSE EITHER] [OPTION 1:] [insert the date on which this Agreement is signed] [OPTION 2:] [Date of the last digital signature given upon signing this Agreement.]
OUTLINED TERMS. Job title and reporting [CHOOSE EITHER] [OPTION 1:] [You are employed as [add brief job description where this is not self-explanatory].] [OPTION 2:] [You are employed as [add position], but the Company may change Your duties due to its operational needs on the condition that You have the relevant skills and competence. The specific instructions for each project will be sent to You by email.] You must report to [insert] (“Company’s Representative”). Commencement of employment Your employment with the Company and Your period of continuous employment commences on [date]. Probationary period [CHOOSE EITHER] [OPTION 1:] [The first [insert period (maximum 4 months)] months of Your employment is a probationary period (the "Probationary Period").] [OPTION 2:] [No probationary period applies to Your employment.] Place of work [CHOOSE EITHER] [OPTION 1:] [Your normal place of work is at [insert location - town or rural municipality (Est. vald))]. Unless otherwise agreed, You are not required to work outside Your place of work for a continuous period exceeding 30 days.] [OPTION 2:] [You will work remotely. Terms and conditions of remote work are set out in Schedule to this Agreement and/or in the Rules of Working Order]1. Working time You are employed by the Company [CHOOSE EITHER] [OPTION 1:] [full time (40 hours per week)] [OPTION 2:] [part time [insert] hours per week]. The beginning and the end of working hours as well as the breaks therein are established in the Rules of Working Order. Salary and other benefits Your basic salary is EUR [insert salary] gross per month (“Salary”) which will be paid monthly no later than on the [insert] day of each month, by credit transfer into Your nominated bank. You must notify the Company if Your bank account number changes. Pursuant to the law, the Company deducts the income tax, Your share of the unemployment insurance premium and, if applicable, the funded pension premium, from the Salary, and pays social tax and the Company’s share of the unemployment insurance premium on the Salary, in accordance with the procedure and rates provided by law. [OPTIONAL:] [In addition to the Salary, You are entitled to earn bonuses in accordance with the bonus scheme2 established by the Company from time to time.] [OPTIONAL:] [In addition to the Salary, You are entitled to the following benefits3: [add list of benefits and conditions of use, for example mobile phone, la...
