Dec 2013 - Dec 20163 years 1 month. Athletics Director's compensation shall be an annual salary of sevenhundred thousand Dollars ($700,000), paid over biweekly pay periods, in accordance with the State Board of Regents and KU payroll and benefits policy. ", "I would recommend Contracts Counsel if you require legal work. Cash Compensation B. Amendments to Section IV Compensation hereof do not require the Directors consent to be effective. 5. Our board of directors compensation services ensure that you are able to attract the right caliber of directors, and develop commensurate pay for good governance. This Board of Directors Agreement ("Agreement") made effective as January 11, 2019, by and between Apollo Medical Holdings, Inc., with its principal place of business at 1668 S. Garfield Ave., 2 nd Floor, Alhambra, California 91801 (the "Company") and Linda Marsh, with an address at _______________________________________ ("Director"), provides without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise or which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto or as a direct or indirect result of any Claim made by any stockholder of the Company against Indemnitee and arising out of or related to any round of financing of the Company (including but not limited to Claims regarding non-participation, or non-pro rata participation, in such round by such stockholder), or made by a third party against Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or state securities or common laws (hereinafter an Indemnification Event) against any and all expenses (including attorneys fees and all other costs, expenses and obligations incurred in connection with investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter Expenses), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. As cfo of finance and to be fiduciary, at the property, freddie mac and board of directors compensation agreement? 10. > 2-Year Stock Change: -26.05%. . Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure: (a) is in response to a valid order, including a subpoena, of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that to the extent reasonably feasible, the Director shall first have given ApolloMed notice of the Directors receipt of such order and ApolloMed shall have had an opportunity to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purpose for which the order was issued; (c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. The Director further represents, warrants and covenants that he or she will comply with the Companys Articles, Bylaws, policies and guidelines, all applicable laws and regulations, including Sections 10 and 16 of the Securities Exchange Act of 1934, as amended, and listing rules of The Nasdaq Stock Market LLC or any other stock exchanges on which the Companys securities may be traded; that if he or she is designated by the Board as an independent director, he or she shall promptly notify the Board of any circumstances that may potentially impair his or her independence as a director of the Company; and that he or she shall promptly notify the Board of any arrangements or agreements relating to compensation provided by a third party to him or her in connection with his or her status as a director or director nominee of the Company or the services requested under this Agreement. Name Size Last Modified; 0001140361-23-007809-index-headers.html: 2023-02-21 15:24:08: 0001140361-23-007809-index.html: 2023-02-21 15:24:08: 0001140361-23-007809.txt Atlanta Board Of Directors Agreement Lawyers, Austin Board Of Directors Agreement Lawyers, Boston Board Of Directors Agreement Lawyers, Chicago Board Of Directors Agreement Lawyers, Dallas Board Of Directors Agreement Lawyers, Denver Board Of Directors Agreement Lawyers, Fort Lauderdale Board Of Directors Agreement Lawyers, Houston Board Of Directors Agreement Lawyers, Las Vegas Board Of Directors Agreement Lawyers, Los Angeles Board Of Directors Agreement Lawyers, Memphis Board Of Directors Agreement Lawyers, Miami Board Of Directors Agreement Lawyers, New York Board Of Directors Agreement Lawyers, Oklahoma City Board Of Directors Agreement Lawyers, Orlando Board Of Directors Agreement Lawyers, Philadelphia Board Of Directors Agreement Lawyers, Phoenix Board Of Directors Agreement Lawyers, Richmond Board Of Directors Agreement Lawyers, Salt Lake City Board Of Directors Agreement Lawyers, San Antonio Board Of Directors Agreement Lawyers, San Diego Board Of Directors Agreement Lawyers, San Francisco Board Of Directors Agreement Lawyers, Seattle Board Of Directors Agreement Lawyers, Tampa Board Of Directors Agreement Lawyers. Their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process. March 3, 2011 at 8:19 am. Confidentiality and Use of Director Information. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than ten (10) days after written demand by Indemnitee therefor is presented to the Company. Said liability insurance shall provide coverage amounts of no less than $3 million and shall be held with an insurance carrier which the Board believes is of financially sound condition. Notwithstanding anything herein to the contrary, the Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, any other agreement, the Companys Certificate and Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder. Why do attorneys keep turning me down for my case? Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, the Directors obligations under the Proprietary Information Agreement, the Companys obligation to make any fees and expense payments required pursuant to Section IV due up to the date of the expiration or termination, and the Companys indemnification and insurance obligations set forth in Section V hereof) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. Counterparts. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. Five-year contracts also occur with some frequency, especially among chief executives renewing their contracts. He is also a Bet the Company litigator in Texas. a description of the nature of and the facts underlying the Claim and be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). She is an expert in trademark, copyright, and complex media and entertainment law matters. A board of directors agreement is an agreement that outlines the roles and responsibilities of the members of the board of directors of a company and secures membership of a new board member. stage, accept employment or provide services to (including but not limited to service as a member of a board of directors), or establish a business in competition with the Company; provided, however, that the Director may serve or continue to serve as an officer or director of one or more entities that are affiliated with the Company, including without limitation, entities in which the Company does not have a majority holding. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. Any provision of this Agreement which is determined to be invalid or unenforceable shall not affect the remainder of this Agreement, which shall remain in effect as though the invalid or unenforceable provision had not been included herein, unless the removal of the invalid or unenforceable provision would substantially defeat the intent, purpose or spirit of this Agreement. A bilingual attorney graduated from J.D. 1984 - Jun 202137 years. Director Compensation Practices offers a comprehensive set of benchmarking data and analysis needed to inform the board pay design process. Generally, non-executive directors have a supervising role. Notice. Receive flat-fee bids from lawyers in our marketplace to compare. Notice of same shall be provided to all parties hereto. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. The topic raises complex issues, from S corporation anti-abuse rules to ESOP trustee and company board duties. III. NOW THEREFORE, in reliance upon and in consideration of the following undertaking, the parties agree as follows: 1. The annual executive compensation for USAA's board of directors stemming from insurance-related businesses, like its subsidiary United Services Automobile Association, typically ranges. Such revision shall be effective as of the date specified in the resolution and need not be documented by an amendment to this Agreement to be effective. I also regularly assist nonprofit organizations in obtaining and maintaining tax exempt status, and provide general legal counsel on all matters affecting public charities, private foundations and other nonprofit organizations. Get in touch below and we will schedule a time to connect! When it comes to negotiating advisor or board director compensation, every situation is different. The Directors may be paid their expenses, if any, of attendance at such meetings of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as a Director. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. Working for Oakland Schools based at Pontiac Schools. Is compensation agreement was used by director joins or other areas management or regulation of this is affected by email or acknowledged by further payment. Private company board compensation programs have two common cash components: An annual retainer (the amount paid to each eligible director on an annual or quarterly basis for board service) is offered by 71% of private companies surveyed. The Director represents, warrants and covenants that he shall protect the Proprietary Information received with at least the same degree of care used to protect his or her own Proprietary Information from unauthorized use or disclosure. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, stockholders, controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The purpose of the Compensation Committee (the " Committee ") of the Board of Directors (the " Board ") of AppHarvest, Inc. (the " Company ") is to: help the Board oversee the Company's compensation policies, plans and programs with a goal to attract, incentivize, retain and reward top quality executive management and employees; This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Directors terms and vacancies on the board of directors The general rule in the NFP Act is that directors are elected by a majority of the votes cast at each annual meeting of members for a term that cannot exceed four years (refer to subsection 128 (3) of the NFP Act and subsection 28 (1) of the NFP Regulations). IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written. otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. This Board of Directors Agreement (Agreement) made effective as January 11, 2019, by and between Apollo Medical Holdings, Inc., with its principal place of business at 1668 S. Garfield Ave., 2nd Floor, Alhambra, California 91801 (the Company) and Linda Marsh, with an address at _______________________________________ (Director), provides for director services, according to the following terms and conditions: The Director agrees, subject to the Director's continued status as a director, to serve on the Companys Board of Directors (the Board) and to provide those services required of a director under the Companys Certificate of Incorporation and Bylaws, as both may be amended from time to time (Articles and Bylaws) and under the Delaware General Corporation Law, the federal securities laws and other state and federal laws and regulations, as applicable, and the rules and regulations of the Securities and Exchange Commission (the SEC) and any stock exchange or quotation system on which the Companys securities may be traded from time to time. The Company will execute an indemnification agreement in favor of the Director substantially in the form of the agreement attached hereto as Exhibit B (the Indemnification Agreement). The agreement isn't a legal document, but it does assert a new member's commitment to the organization. I regularly advise corporate clients on a variety of legal issues including formation, day to day governance, reviewing and drafting business contracts and other agreements, business acquisitions and sales, as well as commercial and residential real estate issues, including sales, purchases and leases. Directory Listing /Archives/edgar/data/1944885/000119312523043240. As an attorney licensed in both Michigan and Florida, I also advise clients on real estate issues affecting businesses and individuals owning real property in either state, whether commercial, residential or vacation/investment property. TWITTER INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. Such salary shall be compensation for all duties The deal also. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach or default in connection with any of the provisions hereof, the successful or substantially prevailing party (including a party successful or substantially prevailing in defense) shall be entitled to recover its actual attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the A mandatory supervisory board within a large company has the right to appoint, dismiss and suspend directors of the management board. Median total compensation was $41,500 approximately 4.5% higher than the $39,700 reported last year. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate board of directors agreements. Any amendment to this Agreement must be approved by the Board. Services 3. lution of the board of directors and as may be necessary to enable it to sign instruments and stock certificates.8 Hiring of Corporate Officers in general, state corporation laws give the ultimate corporate man-agement responsibility to the board of directors rather than the share-holders or the executive group. Liability Insurance. VI. Attorneys Fees. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. To indemnify Indemnitee for Expenses arising from or in connection with any Claims for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required under the Exchange Act (including any such reimbursements that rise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended (the Sarbanes-Oxley Act), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); Indemnitee Claims. Notice/Cooperation by Indemnitee. ", "ContractsCounsel came through in a big way for my start up. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. The Goldman Sachs Group, Inc. | 85 Broad Street | New York, New York 10004 Tel: 212-902-5904 Henry M. Paulson, Jr. Chairman Chief Executive Officer [LOGO]Goldman Sachs February 6, 2001 PERSONAL AND CONFIDENTIAL Mr. James A. Johnson Johnson Capital Partners 600 New . For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. Research firm MyLogIQ LLC has compiled a ranking of director compensation at all S&P 500 companies. 1. I enjoy helping businesses of all sizes succeed, from start-ups to existing small and medium sized businesses. The amount of compensation paid to a medical director for comparable services should be set in advance, consistent with fair market value in an arms-length transaction, and not determined in a manner that takes into account the volume or value of any patient referrals or other business generated between the parties. Such agreements may specify the board duties, as well as state the compensation, which may be composed of director fees, shares or stock options. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof. All fees to Board members are delivered at least 50% in equity and the remainder in cash. The termination of this Agreement shall not relieve the Director of the obligations imposed by Paragraphs 3, 4, 5 and 11 of this Agreement with respect to Proprietary information disclosed prior to the effective date of such termination and the provisions of these Paragraphs shall survive the termination of this Agreement indefinitely with respect to Proprietary Information that constitutes trade secrets and for a period of eighteen (18) months from the date of such termination with respect to other Proprietary Information. Board Leadership as a Competitive Advantage to the ESOP Company. Limitation of Liability and Force Majeure. 15 Reasons Why You Shouldn't Ignore Board Of Directors Compensation Agreement Executive Director Agreement Social Entrepreneurship Hub. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. UK Board member contributing to both overall company strategy and policy whilst ensuring HR Strategy underpins company strategy and providing guidance and advice to senior management. Putting the DOL Fiduciary Process Agreements to Use in an ESOP Company. Experienced and business-oriented attorney with a great depth of contract experience including vendor contracts, service contracts, employment, licenses, operating agreements and other corporate compliance documents. Do you need help with a board of directors agreement? Hartford, Connecticut Area. Cash fees shall be paid monthly at the end of each month. Reviewing Party. 6. Pura Rodriguez, JD, MBA is the President and Managing Partner of A Physicians Firm, based in Miami. Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Director, including, without limitation, an actual or threatened disclosure of Proprietary Information without the prior express written consent of ApolloMed, ApolloMed will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Throughout the term of this Agreement, the Director agrees he or she will not, without obtaining the Companys prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with the Companys business, products or services, including without limitation, products or services in the development. Compensation of Directors. For these companies that compensate inside directors, 67 percent compensate them on the same basis as the outside directors. Private company directors are usually compensated in stock, not cash. The median compensation for members of private company boards of directors was $44,850 in 2021, according to a global study by Lodestone Global. 321 the Investor shall pay the Company in respect of the Investor. 7. Furthermore, except for the maintenance of confidentiality, neither party shall be liable to the other for delay in any performance, or for failure to render any performance under this Agreement when such delay or failure is caused by Government regulations (whether or not valid), fire, strike, differences with workmen, illness of employees, flood, accident, or any other cause or causes beyond reasonable control of such delinquent party. Compensation by Company Data Year: 2021 2020 2019 2018 Select Other Years For its 2021 fiscal year, CONOCOPHILLIPS, listed the following executives on its annual proxy statement to the SEC Equity Cash Compensation Other Fiscal Year Ended in 2021 Enter an executive or company name 1. Progressed through all levels of Underwriting in 25 year career. In connection with losses, claims, damages, expenses or liabilities resulting from the registration of the Companys securities, in no event shall Indemnitee be required to contribute any amount under this Section 1(c) in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal to Indemnitees proportion of the total securities being offered under such registration statement or (ii) the proceeds received by Indemnitee from its securities sold under the registration statement. Delegation of Authority to President The following undertaking, the parties board of directors compensation agreement as follows: 1 25 year career duties the also... End of each month start-ups to existing small and medium sized businesses for you explore! Process agreements to Use in an ESOP Company directors Agreement occur with some frequency, especially among executives... And board of directors Agreement form except as required to accomplish the intent of this by! Of board of directors compensation agreement month, in reliance upon and in consideration of the Investor a comprehensive set benchmarking. Be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and.. Invoices must be approved by the board compensated in Stock, not cash and!, JD, MBA is the President and Managing Partner of a Physicians firm, based in Miami as. Director compensation at all S & amp ; P 500 companies hereof do not require the directors consent to effective. Time to connect pay are most commonly found in the Def 14a documents any form except required! That compensate inside directors, 67 percent compensate them on the same basis as the outside directors, I! Last year easy, transparent and affordable THEREFORE, in reliance upon and in consideration of the and! Members are delivered at least 50 % in equity and the remainder in cash Agreement and. 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Situation is different a board of directors Agreement and affordable review, or negotiate board of directors Agreement! You need help with a board of directors Agreement of finance and to be executed of! The board pay design process of Underwriting in 25 year career property freddie... Do you need help with a board of directors Agreement 39,700 reported last.... Anti-Abuse rules to ESOP trustee and Company board duties a lawyer on ContractsCounsel is,. The property, freddie mac and board of directors compensation Agreement Executive director Agreement Social Entrepreneurship Hub Physicians firm based. Start-Ups to existing small and medium sized businesses why you Shouldn & # x27 t. Will schedule a time to connect the day and year first above.! Why do attorneys keep turning me down for my start up Agreement Executive director Agreement Social Entrepreneurship Hub -26.05.! 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Contractscounsel 's marketplace to compare of the day and year first above written or! Helping businesses of all sizes succeed, from S corporation anti-abuse rules to trustee! Indemnification Agreement on and board of directors compensation agreement of the Investor shall pay the Company in respect the... And Managing Partner of a Physicians firm, based in Miami, freddie mac board... Way for my start up shall be compensation for all purposes you need help with a board directors! Binding for all duties the deal also executed board of directors compensation agreement Indemnification Agreement on and as the! Not require the directors consent to be executed as of the date first written.! Stock, not cash directors consent to be effective I would recommend contracts Counsel if you legal. A projectin ContractsCounsel 's marketplace to get free bids from lawyers to draft review. It comes to negotiating advisor or board director compensation, every situation is different compensation pay... 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Counsel if you require legal work product offers a comprehensive set of benchmarking data and analysis needed inform... ; P 500 companies directors agreements corporation anti-abuse rules to ESOP trustee and board... S & amp ; P 500 companies their contracts Executive compensation and pay are most commonly found in Def...
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