exv10w1



 






Exhibit 10.1




Management Board Service
Agreement



.............................., [CITY]

- hereinafter referred to as the “Company” -

represented by its Supervisory Board, the latter represented

by the Chairman of the Supervisory Board,

Mr. ............., [CITY],



and


Mr. ............., [CITY],


born on ..................in ......................................


have agreed, based on a resolution adopted by the Executive Committee of the Supervisory
Board on ..................................., to conclude the
following Management Board Service Agreement:




Art. 1

Functions and Duties





	(1)  	Based on a resolution adopted by the Company’s Supervisory Board, Mr. ............. has been appointed for the period from ............ to ............. an ordinary
member of the Company’s Board of Management [and
Chairman/Chief Human Resources Officer].






	(2)  	Mr. ............. shall manage the business in accordance with
statutory provisions, the Company’s bylaws, the rules of internal procedure for
the




 








 









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Management Board Service Agreement concluded between ................ and Mr. ................



Board of Management and the provisions of this Contract as well as the
recommendations contained in the German Code of Corporate Governance in the
framework of the annual compliance declaration made by the Company.




	(3)  	Mr. ............. shall devote his working capacity exclusively to
the Company [altern. where an individual holds two offices; the Company as well as
the ........ ]. The assumption of any other professional activity (sideline
occupation) – whether gratuitous or for a consideration – shall be subject to
prior approval, which can be revoked at any time, by the Executive Committee of
the Company’s Supervisory Board. As far as the acceptance of supervisory board
seats or similar offices is concerned, this shall apply only to offices in
companies that are not part of the E.ON Group. The Chairman of the Company’s
Supervisory Board shall be notified in writing of the resignation from any
offices. Publications and presentations that touch upon the Company’s interests
shall be agreed within the Board of Management. For sideline occupations performed
by Mr. ............. at the time of conclusion of this Contract, as specified in
the list attached to this Contract as an annex, approval shall be deemed to have
been given.
	 
	   	The Company undertakes to save Mr. ............. harmless in respect of any
pecuniary claims filed against him due to his membership in supervisory boards,
advisory boards or similar bodies of other companies – accepted by Mr. ............. at the Company’s request – unless Mr. ............. is liable for
damage caused intentionally or by gross negligence.
	 
	   	Upon termination of his appointment as a Board member, Mr. ............. shall
be obliged to resign from any supervisory board seats or other offices that he
has assumed in the interest of the Company, unless specifically agreed upon
otherwise.
	 
	(4)  	At all times during the term of this Management Board Service Agreement, Mr. ............. shall not, without prior written approval by the Executive Committee
of the Company’s Supervisory Board, own an equity stake in a business





 








 









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Management Board Service Agreement concluded between ................ and Mr. ................



enterprise that competes with the Company or with any of its associated
companies, or that maintains substantial business relations with the Company or
with any of its associated companies. Mr. ............. shall inform the
Chairman of the Supervisory Board if a member of his family (as defined in the
German Fiscal Code, Section 15) owns an equity stake in such a business
enterprise. Ownership of shares held in the framework of private asset
management, where such share ownership does not permit the exercise of any
influence on the organs of the company concerned, shall not be deemed an equity
stake within the meaning of this provision.




	(5)  	In connection with his position, Mr. ............. shall not for
himself or for others request or accept from third parties any financial
allocations or other benefits that could be objectively appropriate, in terms of
their nature, scale or frequency, to impair his ability to perform his duties
vis-à-vis the Company; the same shall apply, conversely, to offering or granting
such benefits to third parties. If in doubt, Mr. ............. shall consult the
Chairman of the Company’s Supervisory Board.






	(6)  	Mr. ............. agrees to maintain strict silence in respect of any
confidential information relating to the Company or any of its associated
enterprises, in particular business and trade secrets that he will obtain
knowledge of due to the exercise of his function. This obligation shall continue
to apply after the termination of this Management Board Service Agreement.






	(7)  	At any time at the Company’s request, or without request upon
termination of his appointment as a Board member, Mr. ............. shall
surrender to the Board of Management, or a representative of the Board of
Management, any business documents and data media in his possession, as well as
any other working materials obtained from the Company or third parties in
connection with his employment by the Company. A right of retention in respect of
such documents, data media and other working materials shall be excluded.




 








 










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Management Board Service Agreement concluded between ................ and Mr. ................



	(8)  	Employee inventions by Mr. ............. shall be subject to the
provisions of the Employee Inventions Act of July 25, 1957, including the relevant
“Guidelines for the Compensation of Employee Inventions in the Private Sector” of
July 20, 1959. The Company shall be exclusively entitled to make use of
suggestions for technical or organizational improvements made by Mr. .............
in the context of his work for the Company. Any claim by Mr. ............. to
counter-performance for the transfer of exploitation rights to the Company, as
specified in the second sentence above, shall be covered by the compensation
specified in Art. 2.





Art. 2

Salary





	(1)  	As fixed compensation, Mr. ............. shall receive a fixed annual
gross salary in the amount of
€   .00 (in words: Euro ..................), payable in twelve
equal monthly installments at the beginning of each month, the last installment
being payable for the month in which this Management Board Service Agreement terminates.






	(2)  	Furthermore, Mr. ............. shall receive, until the end of the
period of his appointment as a Board member, a variable compensation component
(bonus) fixed by the Executive Committee of the Supervisory Board for the
preceding fiscal year. The basis for the assessment of the bonus shall be the
achievement of the major targets agreed with Mr. ............. in writing for the
respective fiscal year at the beginning of this year. If the targets have been
fully achieved (100 percent), Mr. ............. shall receive a gross annual
target bonus of
€   .00 (in words: Euro ...........................). Depending on the degree
of target achievement, the actual bonus payable may be either below or above this
amount. The maximum that can be achieved is double the target bonus (200 percent).
However, until the end of his period of appointment as a Board member, Mr. .............’s annual bonus shall amount to at least 30 percent of the target
bonus. The bonus for the preceding fiscal year shall be paid out
together with the next salary following the approval of the Company's year-end financial statements, however, no earlier than with the salary for April of the following year. This shall also apply to the promised minimum bonus. Should Mr. .............’s
period of appointment as a Board member begin in the course of a given fiscal
year or end before the lapse of said fiscal year, the bonus shall be payable
pro rata temporis.





 








 









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Management Board Service Agreement concluded between ................ and Mr. ................






	(3)  	The salary specified in (1) and (2) above shall also cover any duties
performed for companies and institutions in the Company’s interest (seats tied to
the Company). Seats tied to the Company are seats on the boards of business
enterprises in which the Company, directly or indirectly, holds a share of at
least 5 percent in the capital or voting rights. Should Mr. ............. directly
receive remuneration for such seats from the business enterprises concerned, this
remuneration shall be set off against the bonus specified in (2) above or be
transferred to the Company. The amount of the remuneration to be set off or
transferred shall be the part of the remuneration that will remain after deduction
of any value-added tax due in Germany or after deduction of any other taxes and
levies that are due in other countries and not creditable or deductible in
Germany. Meeting attendance fees and reimbursed expenses, where these are in
keeping with standard practice, shall not be set off. At the end of each calendar
year Mr. ......... shall notify the Company without prior request of any creditable
remuneration. Remuneration from seats on the boards of business enterprises which
are not tied to the Company shall not be set off against the salary.






	(4)  	The salary payable in accordance with (1) and (2) above shall be
reviewed at reasonable intervals.






	(5)  	Any special payments to be made on specific occasions shall be
decided by the Executive Committee of the Supervisory Board.






	(6)  	Mr. ............. agrees to the disclosure of his personal
compensation in the notes to the Group’s financial statements, should the
Supervisory Board decide to disclose such information. Likewise, Mr. .............
agrees to the disclosure of this Management Board Service Agreement as well as any subsidiary




 








 





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Management Board Service Agreement concluded between ................ and Mr. ................





	       	agreements and supplements to this Contract, should the Company be obliged to
disclose such information by virtue of statutory requirements or binding
instructions from a German or foreign public authority (e.g. the United States
Securities and Exchange Commission).





Art. 3

Continuation of Salary Payments in the Event of Sickness or Death





	(1)  	Should Mr. ............. become temporarily unfit for work, the
Company shall continue to pay the basic annual salary specified in Art. 2(1) above
and the bonus specified in Art. 2(2) above for a period of twelve months, however
no longer than until the date of termination of his Management Board Service Agreement. Should
such temporary unfitness for work last for a continuous period of more than six
weeks, the bonus shall be calculated, as of this point in time until the
restoration of Mr. .............’s fitness for work, on the basis of the average
target achievement of the other members of the Company’s Board, however, not
exceeding the target bonus as the maximum level. Notwithstanding the above
provisions, should Mr. ............. receive sickness benefits from the statutory
health insurance fund, and for as long as he receives such benefits, he shall be
paid an allowance that will make up the difference between the sickness benefits
and the amount resulting from sentences 1 and 2 above.






	(2)  	Should Mr. ............. die during the term of this Management Board Service Agreement, his widow or, alternatively, his dependent children shall be entitled
to receive the continued payment of the salary specified in Art. 2 (1) and (2), as
well as the bonus to the amount of the target bonus (full target achievement), for
a period of six months following the month of his death. Payment shall be made in
monthly installments.




 








 









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Management Board Service Agreement concluded between ................ and Mr. ................



Art. 4

Annual Leave





Mr. ............. shall be entitled to a reasonable annual leave. He shall
agree his vacation periods with the other members of the Board of Management
and, if the leave exceeds three days, inform the Chairman of the Supervisory
Board in writing prior to the beginning of his vacation.



Art. 5

Fringe Benefits





	(1)  	Until the end of Mr. .............’s appointment period as a Board
member, the Company shall provide him with an adequate passenger car as well as a
driver for business and private use. The model and equipment level of the company
car shall be agreed with the Chairman of the Board of Management prior to the
acquisition of the car. Any taxes and/or levies due, for the private use of the
car, on the benefit in money’s worth shall be borne by Mr. .............. . Garage
rental costs shall not be reimbursed.






	(2)  	Reasonable travel expenses as well as other expenses incurred by Mr. ............. in the Company’s interest shall be reimbursed. In special cases, the
obligation to submit vouchers may be waived. The Company shall take out a baggage
insurance policy of a reasonable amount to cover Mr. .............’s business
trips until the end of his period of appointment as a Board member. Any taxes
and/or levies due on this policy shall be assumed by the Company.






	(3)  	Until the end of Mr. .............’s appointment period as a Board
member, the Company shall provide him in his home as well as in his permanent
vacation home a telephone set (including a telephone line), a fax machine, a cell
phone and a computer for his business and private use and shall bear both the
one-off connection charges and the regular charges and fees within reasonable
limits. Any taxes and/or levies due on the benefit in
money’s worth for the private use of these devices shall be borne by Mr. ..............





 








 








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Management Board Service Agreement concluded between ................ and Mr. ................



	(4)  	Until the end of Mr. .............’s appointment period as a Board
member, the Company shall take out for his benefit an accident insurance policy of
a reasonable amount. Vis-à-vis the insurance company, Mr. ............. shall be
the direct beneficiary. Any taxes and/or levies due on the accident insurance
premiums shall be assumed by the Company. Should Mr. ............. sustain an
accident while on duty and should, in this event, the insurer invoke passive risk
of war as an exclusion, the Company shall indemnify Mr. ............. for the
benefits that the insurance company would have had to pay, had it not invoked the
exclusion; any taxes and/or charges due on these benefits shall be assumed by the
Company.






	(5)  	It is recommended that Mr. ............. have a thorough medical
examination once a year at the Company’s expense. This shall also include any
taxes and levies due on a potential benefit in money’s worth.






	(6)  	All the members of the Company’s Board of Management and
other executive bodies, as well as the group of senior-level managers, are covered
collectively, in their positions or functions, by a directors’ and officers’
liability insurance policy.





Art. 6

Term of the Contract





	(1)  	This Management Board Service Agreement shall be effective from ........... to
............. It shall be renewed by the period of time for which the Supervisory Board
decides to reappoint Mr. ............., with his consent, as a member of the
Company’s Board of Management.










 








 





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Management Board Service Agreement concluded between ................ and Mr. ................


	(2)  	The decision with regard to Mr. .............’s reappointment
shall be taken no later than six months prior to the expiration of his term of
office. As a
general rule, Board of Management members may not be reappointed beyond the end
of the calendar year in which they have reached the age of 65 years.






	(3)  	Should Mr. ............. become permanently incapacitated to work
during the term of this Management Board Service Agreement, the Management Board Service Agreement shall
end as of the end of the sixth month after the month in which his permanent
incapacity was established, however, no later than at the end of the period
specified in (1) above.
	 
	   	Mr. .............’s appointment as a Board member shall end as of the end of
the month in which his permanent incapacity to work is established.
	 
	   	Mr. ............. shall be considered permanently incapacitated to work within
the meaning of this Management Board Service Agreement if it is likely that he will not be
capable in the long term to perform the duties assigned to him without
restrictions. Permanent incapacity to work shall be deemed to have been
established if Mr. ............. has been unfit for work for a continuous
period of more than twelve months. Only if there is agreement about the
continuation of Mr. .............’s Management Board Service Agreement and his appointment,
or if Mr. ............. can prove, by means of a medical certificate issued by
jointly chosen doctor, that his full capacity to work can be expected to be
restored within the following six months, shall his Management Board Service Agreement and
his appointment not end. Should Mr. ............. and the Company fail to agree
on a doctor, the medical association at the Company’s corporate seat shall be
asked to suggest a medical expert.





Art. 7

Final Provisions





	(1)  	Alterations and supplements to this Contract must be made in writing.
Any waiver of this requirement must also be made in writing.




 








 









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Management Board Service Agreement concluded between ................ and Mr. ................




	(2)  	Should specific provisions of this Contract be ineffective, either
wholly or in part, or should they subsequently cease to be legally effective, or
should they prove to be incomplete, this shall not affect the validity of the
other provisions. The ineffective provisions shall be replaced, or the incomplete
provisions shall be complemented, where legally admissible, by suitable provisions
that come closest to the purpose that the parties to the Contract intended or
would have intended if they had considered the ineffectiveness or incompleteness
of the other provisions.






	(3)  	The place of performance for all payments made under this Contract
shall be the seat of the Company. Any disputes arising from this Contract, as
specified in Section 38(3) No. 2 of the German Code of Civil Procedure, shall be
referred to the court having jurisdiction at the seat of the Company.






	(4)  	This Contract shall be executed in three copies; the Chairman of the
Supervisory Board, Mr. ............. and the Company shall each receive one copy.





	 	 	 	 	 
	 
	 	 	 	 
	[CITY], ..............................

	 	[CITY], ..............................

	................ Aktiengesellschaft
	 	 	 	 
	The Supervisory Board
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Chairman

	 	   ....................