Board of Directors Agreement - Table of Contents (based on 1 contracts) 1. Putting the DOL Fiduciary Process Agreements to Use in an ESOP Company. The relative fault of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Indemnitee and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. license, an M.B.A. degree, and nearly ten years of experience in the cross-border tax field. 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. For purposes of this Agreement a Change in Control shall be deemed to have occurred if (i) any person (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Companys then outstanding Voting Securities, increases beneficial ownership of such securities by 5% or more, or (B) becomes the beneficial owner (as defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the total voting power represented by the Companys then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least two-thirds (2/3) of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or. I like to use the following approach for stock based compensation: For companies valued below $40mm enterprise value, pay an independent director 0.25% of the Company per year served on the Board. The Company shall indemnify and hold harmless Indemnitee (including its respective directors, officers, partners, former partners, members, former members, employees, agents and spouse, as applicable) and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the Securities Act), or Section 20 of the Securities Exchange Act of 1934, as amended (the Exchange Act), to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a Claim) by reason of (or arising in part or in whole out of) any event or occurrence related to the fact that Indemnitee is or was or may be deemed a director, officer, stockholder, employee, controlling person, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was or may be deemed to be serving at the request of the Company as a director, officer, stockholder, employee, controlling person, agent or fiduciary of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity including. Contribution. 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. 10-12/2022: To Some companies also paid additional amounts for attending committee meetings. Research firm MyLogIQ LLC has compiled a ranking of director compensation at all S&P 500 companies. VIII. Examples, include early exercise (via a restricted stock purchase agreement), monthly vesting with no cliff period (rather than 4 year vesting with a 1 year cliff), and an extended exercise period after the advisory services are terminated. (Remainder of page intentionally left blank). The meeting can maintain association or industry standards board of directors, several types have. Progressed through all levels of Underwriting in 25 year career. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. 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. Securely pay to start working with the lawyer you select. Binding Effect; Successors and Assigns. Ford supports trade policies and agreements that create and sustain U.S. jobs - expanding opportunities for U.S. exports and leveling the playing field for American companies and workers. The Director shall not, in his or her capacity as a director of the Company, enter into any agreement or incur any obligations on the Companys behalf, without appropriate Board action. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, which subjects directors, officers, employees, controlling persons, stockholders, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. The agreement isn't a legal document, but it does assert a new member's commitment to the organization. A term of three years is most common in our experience, but longer or shorter terms are possible. In compensation of board directors gives them extra legal. 1984 - Jun 202137 years. 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. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. 7. The Companys and the Directors continuing obligations hereunder in the event of expiration or termination of this Agreement shall be subject to the terms of Section XIV hereof. The term Proprietary Information shall not be deemed to include the following information: (i) information which is now, or hereafter becomes, through no breach of this Agreement on the part of the Director, generally known or available to the public; (ii) is known by the Director at the time of receiving such information; (iii) is hereafter furnished to the Director by a third party, as a matter of right and without restriction on disclosure; or (iv) is the subject of a written permission to disclose provided by ApolloMed. 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. Directors Representations and Warranties. Subject to Section 1(b) hereof, the Company shall advance all Expenses incurred by Indemnitee. How much does it cost to draft a contract? All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Review and approve employment, severance, change-in-control, termination, and retirement agreements and cash incentive compensation plans for executive officers. 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. Survival Regardless of Investigation. The Director agrees that the Company has the right of injunctive relief to enforce this provision. . For his or her services as a director of the Company, the Director is eligible to receive awards under the Companys equity incentive plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. . 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For purposes of this Agreement, a Reviewing Party shall mean any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board, who is not a party to the particular Claim for which Indemnitee is seeking indemnification, such as a committee of the Board or Independent Legal Counsel. I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. This Agreement shall be in effect from the date hereof through the last date of the Directors current term as a member of the Board. To the fullest extent permitted by law, and unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for all purposes in connection with any dispute regarding, arising out of or relating to this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages). Indemnitee shall give the Company written notice as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided, however, that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that (i)the Company is not aware of such Claim and (ii)the Company is materially prejudiced by such failure or delay. Confidentiality and Use of Director Information. Board Agreement XYZ agrees to provide each member of the board with the following: Access to the management of XYZ, as needed for proper operation of the board Ample notice of all meetings Minutes of all board meetings Relevant information to conduct his or her job as a board member As cfo of finance and to be fiduciary, at the property, freddie mac and board of directors compensation agreement? The Company hereby agrees to indemnify Indemnitee for the Expenses of any Claim to the fullest extent permitted by law, even if indemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Companys Certificate and Bylaws or by statute. Invoices for additional payments under subparagraph B of this Section IV above shall be submitted by the Director. 0.125-1.5% of equity, with standard vesting. A mandatory supervisory board within a large company has the right to appoint, dismiss and suspend directors of the management board. Acceptance of Appointment 2. INDEMNIFICATION AGREEMENT (this Agreement) is made effective as of January 11, 2019 by and between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (the Company) and Linda Marsh (Indemnitee). 2. Notice/Cooperation by Indemnitee. In addition, if the non-employee Director serves as the chairperson of any standing committee of the Board, he or she may be entitled to additional cash compensation as decided by the Board (or the compensation committee thereof) in its sole discretion. > 2-Year Stock Change: -26.05%. A bilingual attorney graduated from J.D. 2. 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. To indemnify Indemnitee for Expenses arising from or in connection with any Claims for which a final decision by a court having jurisdiction in the matter determines that Indemnitee sold or purchased the Companys securities in violation of Section 16(b) of the Exchange Act or any similar successor statute; Compensation Recovery Claims. The median annual retainer is $30,000, up from $28,000 in 2020. For purposes of this Agreement, references to other enterprise shall include any employee benefit plan of the Company; references to fines shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to serving at the request of the Company shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan of the Company, its participants or its beneficiaries. If your company's annual receipts total $500,000+ you must complete Form 1125-E. 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. Get in touch below and we will schedule a time to connect! 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. He is licensed in both Texas and Louisiana state and federal courts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. Chet's prior experience includes 5 years at two of the top law firms in Georgia and 16 years of operating his own private practice. The term "equity-based compensation" includes any compensation paid to an employee, director, or independent contractor that is based on the value of specified stock (generally, the stock of the employer, which may be a corporation or a partnership). It is established, however, that WHEREAS, the Director has agreed to serve on the Board of Directors of ApolloMed (the Board); WHEREAS, the parties desire to assure the confidential status of the information which may be disclosed by ApolloMed to the Director in connection with the Director serving on the Board; and. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. Notwithstanding this Section 1(c), no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. 3. The deal also. The report is complemented by an online dashboard, which enables users to delve into the most recent corporate disclosures by Russell 3000 companies and review individual elements of compensation packages, supplemental compensations for committee service . 8. Members joined membership of the Board of Directors and Committees on 10 April 2019. The purpose of the director agreement is to ensure that the employer-employee relationship is mutually beneficial and that all perks and conditions of employment are understood prior to job acceptance. The Company's Board of Directors has elected Director to a vacancy on such Board of Directors (the . Additional grants for early Board members might happen as you bring new Board members on, or the term comes to maturity. No other rights of licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. Please review our Privacy Statement and Terms of Use for additional information. Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree. Ensure alignment and compliance of all processes, policies or procedures related to compensation and benefits with collective agreements Role-specific responsibilities: Collaborate with Director in the development and execution of the compensation and benefits annual action plan. Generally, you get paid an honorarium for each board meeting you have to attend, plus expenses for travel, accommodation and meals. claims, damages, expenses or liabilities resulting from the registration of the Companys securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by them, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The Director may use such Proprietary Information only to the extent required to accomplish the purposes of his position at ApolloMed. The role of non-executive directors depends on the allocation of duties within the one-tier board. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions hereof shall remain enforceable to the fullest extent permitted by law. The Companys Chief executive Officer or Chief Financial Officer as to Form and.... 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