(1) In specifying the overall emoluments of the individual member of the management board (salary, profit-sharing, expense allowances, insurance premiums, commissions, incentive-based remuneration commitments such as, for example, stock options and collateral performance of any kind), the supervisory board is to ensure that they are appropriate in relation to the tasks and performance of the member of the management board and to the economic situation of the company and that, unless particular reasons so require, the customary remuneration is not exceeded. For listed companies, the remuneration structure is to be oriented towards the promotion of a sustainable and long-term development of the company. Accordingly, a multi-year assessment basis as a rule is to govern the variable remuneration components; the supervisory board generally is to agree a means of providing for limitations in order to take account of extraordinary developments. Sentence 1 applies accordingly to pensions, surviving dependents’ pension benefits, and benefits of a similar nature.
(2) Where the economic situation of the company deteriorates at a time following the specifications such that the continued granting of the emoluments pursuant to subsection (1) would be inequitable for the company, the supervisory board or, in the case governed by section 85 (3), the court as a rule is to reduce the emoluments to a reasonable amount upon a corresponding petition having been filed by the supervisory board. Pensions, surviving dependents’ pension benefits, and benefits of a similar nature may only be reduced pursuant to sentence 1 in the first three years following the date on which the management board member ceases to work for the company. Such reduction will not affect the employment agreement in any other regard. However, the member of the management board may terminate their employment agreement with effect as per the end of the following calendar quarter, observing a period of notice of six weeks.
(3) Where insolvency proceedings are opened for the company’s assets and the insolvency administrator terminates the employment agreement of a member of the management board, that member may demand compensation for the damages suffered, as a result of the service relationship having been cancelled, only for the two years following the date on which the service relationship has expired.
(4) Upon a demand being filed in accordance with section 122 (2) sentence 1, the general meeting may reduce the maximum remuneration established in accordance with section 87a (1) sentence 2 no. 1.