This Agreement shall be automatically renewed on the date of the Directors reelection as a member of the Board for the period of such new term unless the Board determines not to renew this Agreement. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". C Corp. Any such notice shall be deemed given when received and notice given by registered mail shall be considered to have been given on the tenth (10th) day after having been sent in the manner provided for above. There is no simple solution to executive compensation in ESOP companies, of course. > Average Compensation: $533,163. Five-year contracts also occur with some frequency, especially among chief executives renewing their contracts. Creating and Sustaining an Effective ESOP Company Board. 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. When it comes to negotiating advisor or board director compensation, every situation is different. State of Delaware, or otherwise. 10-12/2022: To This Agreement shall automatically terminate upon the death of the Director or upon his resignation or removal from, or failure to win election or reelection to, the Board. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee with respect to such action if Indemnitee is ultimately successful in such action. 4. "ContractsCounsel puts on-demand legal services in the cloud. 8. Research firm MyLogIQ LLC has compiled a ranking of director compensation at all S&P 500 companies. Receive flat-fee bids from lawyers in our marketplace to compare. For these companies that compensate inside directors, 67 percent compensate them on the same basis as the outside directors. 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. 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. 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. Dan. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 3. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee or Indemnitees estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such five (5) year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern. Some companies also paid additional amounts for attending committee meetings. A list of the current board members and their titles. 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 . The Director shall be solely responsible for the payment or withholding of all federal, state, or local income taxes, social security taxes, unemployment taxes, and any and all other taxes relating to the compensation he or she earns under this Agreement. Corporate Authority. Notice/Cooperation by Indemnitee. Limitation of Liability and Force Majeure. This rate may be revised by action of the Board from time to time for payments not yet earned. Subject to the limitations set forth in Paragraph 2, all information disclosed by ApolloMed to the Director shall be deemed to be Proprietary Information. In particular, Proprietary Information shall be deemed to include any information, process, technique, algorithm, program, design, drawing, formula or test data relating to any research project, work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to ApolloMed, any of its affiliates or subsidiaries, present or future products, sales, suppliers, customers, employees, investors, or business of ApolloMed or any of its affiliates or subsidiaries, whether or oral, written, graphic or electronic form. It is established, however, that Private company directors are usually compensated in stock, not cash. 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. TWITTER INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. The role of non-executive directors depends on the allocation of duties within the one-tier board. Board Of Directors Compensation Agreement Live Chat The most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. To the extent services described in Section I require out-of-town trips, such additional travel time may be charged at the rate of $1,200 per day or pro-rated portion thereof. . The ED's base salary satisfies the reasonable test. 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. The Director shall maintain in trust and confidence and not disclose to any third party or use for any unauthorized purpose any Proprietary Information received from ApolloMed. We will be in touch shortly! Period of Limitations. Non-Exclusivity. The Committee Substitute passed by a vote of 167-0. Directory Listing /Archives/edgar/data/1944885/000119312523043240. Invoices for expenses, with receipts attached, shall be submitted. 12. She also assists providers in planning their estates, protecting their assets, and work visa requirements. Cash fees shall be paid monthly at the end of each month. Notwithstanding anything in this Agreement, the indemnification provided under this Agreement shall continue as to Indemnitee for any action Indemnitee took or did not take while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity and indemnification shall inure to the benefit of Indemnitee from and after Indemnitees first day of service as a director with the Company or affiliation with a director from and after the date such director commences services as a director with the Company. The Company's Board of Directors must approve each grant of restricted stock. 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. The agreement isn't a legal document, but it does assert a new member's commitment to the organization. No Duplication of Payments. The Company's Board of Directors has elected Director to a vacancy on such Board of Directors (the . 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. Board members conduct regular, formal evaluations of our CEO and our company. She is an expert in trademark, copyright, and complex media and entertainment law matters. 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 . The deal also. Lawyers with backgrounds working on board of directors agreements work with clients to help. The median compensation for members of private company boards of directors was $44,850 in 2021, according to a global study by Lodestone Global. This Agreement may be terminated at any time thereafter upon thirty (30) days written notice to the other party. Research Director Agreement Popular Free Forms Loan Agreement General Contract for Services 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 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. As America's number one vehicle assembler and exporter 1, Ford cares deeply about ensuring trade agreements are free and fair. 1. 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. Pura Rodriguez, JD, MBA is the President and Managing Partner of A Physicians Firm, based in Miami. 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. NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows: Indemnification of Expenses. 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. 1. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. The indemnification and contribution provided for in this Section 1 will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee or any officer, director, employee, agent or controlling person of Indemnitee. Get in touch below and we will schedule a time to connect! license, an M.B.A. degree, and nearly ten years of experience in the cross-border tax field. Liability Insurance. I really appreciated the ease of the system and the immediate responses from multiple lawyers! This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and may not be changed, modified, amended or supplemented except by a written instrument signed by both parties. ", "ContractsCounsel came through in a big way for my start up. Dec 2013 - Dec 20163 years 1 month. 5. 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. Additional Indemnification Rights; Non-Exclusivity, Employment Contract Review: Costs, What To Expect. A term of three years is most common in our experience, but longer or shorter terms are possible. He has been a SuperLawyer in Texas since 2011, and is Lead Counsel rated in Business Law. Working for Oakland Schools based at Pontiac Schools. In her spare time, Jaclyns passion for theater and love for NYC keeps her exploring the boundless creativity in the worlds greatest city! The Board Compensation Committee of a 501 (c) (3) foundation whose mission is to develop and provide funds and programs for a specific organization, is looking at providing an incentive compensation plan to the executive director. 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. 9. 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. 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. 11. 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. For purposes of this Agreement, Independent Legal Counsel shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(e) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three (3) years (other than with respect to matters concerning the right of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements). 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. 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. indemnification obligations exist under the Indemnification Agreement, the Company shall provide the Director with directors and officers liability insurance coverage in the amounts specified in the Indemnification Agreement. The document contains confidentiality and non-disclosure clauses, and also permits customization to ensure the particular compensation arrangement between the parties is adequately set forth. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid Expenses incurred by Indemnitee in the defense of such action (including costs and expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such action), and shall be entitled to the advancement of Expenses with respect to such action, in each case only to the extent that Indemnitee is ultimately successful in such action. No Presumptions; Burden of Proof. 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. 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. If your company's annual receipts total $500,000+ you must complete Form 1125-E. 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. Company's Responsibilities 5. During any period of time Indemnitee is entitled to indemnification rights under this Agreement, the Company shall maintain liability insurance applicable to directors, officers, employees, control persons, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Companys directors, if Indemnitee is a director, or of the Companys officers, if Indemnitee is not a director of the Company but is an officer; or of the Companys key employees, controlling persons, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent, control person, or fiduciary. To indemnify Indemnitee for which payment is actually and fully made to Indemnitee under a valid and collectible insurance policy. If the indemnification provided for in Section 1(a) above for any reason is determined by the Reviewing Party or held by a court of competent jurisdiction to be unavailable to Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall, to the fullest extent permissible under applicable law, contribute to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee and the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. "This Board of Directors Agreement sets forth the compensation terms between a director elected to fill a vacancy on a Board of Directors and a company. 1984 - Jun 202137 years. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitees counsel in any such Claim at Indemnitees sole expense; (ii) Indemnitee shall have the right to employ Indemnitees own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there is a conflict of interest between them in the conduct of the defense of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitees counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be at the expense of the Company. Compensation. Often this will be done on a monthly basis depending on the Board's meeting schedule, and offer letters should always say that the employee's restricted stock grants are "subject to Board approval." Stockholder Approval of Stock Plan All fees to Board members are delivered at least 50% in equity and the remainder in cash. VI. All Proprietary Information (including all copies thereof) shall remain in the property of ApolloMed, and shall be returned to ApolloMed (or destroyed) after the Director's need for it has expired, or upon request of ApolloMed, and in any event, upon the expiration or termination of that certain Board of Directors Agreement, of even date herewith, between ApolloMed and the Director (the Director Agreement). These are the 12 companies with the highest-paid board of directors. The Director agrees that the Company has the right of injunctive relief to enforce this provision. 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. For example, if members travel with their spouse, the spouse`s expenses are not business expenses and are not deductible. 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. The Director also represents, warrants and covenants that so long as the Director serves on the Board, the Director will not enter into another agreement that will create a conflict of interest with this Agreement or the Company. 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. 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 Board members receive no variable or performance-based . a possible tax-free payment of 30,000 in compensation for loss of office (although there are often difficulties in making such a payment on a tax-free basis and advice should be taken); a relaxation of restrictive covenants such as non-compete obligations; and an agreed reference and press release. Jaclyn also taught as an Adjunct Professor at Cardozo School of Law, having developed and instructed the schools first Trademark Practicum course for international students. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. Assistant Underwriting Director. 2. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. 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. 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