Board Of Directors Compensation Agreement Live Chat 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. 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. No Presumptions; Burden of Proof. 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 . Working for Oakland Schools based at Pontiac Schools. 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. Here is MyLogIQ's list of the 25 S&P 500 companies with the highest total board. To indemnify Indemnitee for Expenses arising from or in connection with any Claims initiated or brought voluntarily by Indemnitee not by way of defense, except with respect to Claims brought to establish or enforce a right to indemnification under this Agreement, the Companys Certificate and Bylaws or any applicable law; Unlawful Indemnification. Learn more about the USAA Board of Directors USAA Executive Council Why do attorneys keep turning me down for my case? Almost every company compensates its board members for travel expenses to attend board meetings and retreats. Name Size Last Modified; 0001193125-23-043240-index-headers.html Five-year contracts also occur with some frequency, especially among chief executives renewing their contracts. 5. When it comes to negotiating advisor or board director compensation, every situation is different. 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 Subrogation. Cash fees shall be paid monthly at the end of each month. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Companies are also paying an average of $2,250 per meeting and $1,000 per telephone conference, for a total annual compensation of about $36,000 per year. Our board of directors is comprised of individuals who have distinguished themselves through their military and civilian careers. 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 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. This Agreement (including agreements executed in substantially the form of the exhibits attached hereto) supersedes all prior or contemporaneous written or oral understandings or agreements, and, except as otherwise set forth herein, may not be added to, modified, or waived, in whole or in part, except by a writing signed by the party against whom such addition, modification or waiver is sought to be asserted. III. 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. Board of Directors Agreement - Table of Contents (based on 1 contracts) 1. Description. Can a new employer ask for my last pay stub? The ED's base salary satisfies the reasonable test. 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. The House took up the following measures on the floor on Legislative Day 24: HB 122 - Georgia Achieving A Better Life Experience (ABLE); governance of program by board of directors of Georgia Higher Education Savings Plan; provide (Substitute) (HEd-27th). 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. The deal also. 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. Shaw and raised its quarterly dividend by more than 50%. Contribute to the preparation of the departmental budget. State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area. 10. compensation under this Agreement. Advancement of Expenses. 2. 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. 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. 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. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. 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; Efecte Plc's Financial Statements Bulletin 2022 - SaaS +26%, adjusted EBITDA margin +2%. Chet is a magna cum laude graduate of University of Miami School of Law with an extensive background in Business Law, Commercial Real Estate, Corporate Law, Leasing Law and Telecommunications Law. Directors Representations and Warranties. THIS DIRECTOR PROPRIETARY INFORMATION AGREEMENT (the Agreement) is made effective as of January 11, 2019, by and between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (ApolloMed), and Linda Marsh (the Director). 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 most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. Notice to Insurers. Examples of equity-based compensation include Stock Transfers, Stock Options, Stock Warrants . Director Compensation Agreement - Goldman Sachs Group Inc. and James A. Johnson. Barry Alvarez will make $1.175 million in 2018-19 and start getting lump-sum payouts of $375,000 on Jan. 1 each year until 2022 under a modified compensation agreement he signed in The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties rights and obligations hereunder except as set forth in Section 8(a) hereof. 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). 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 The survey reported that the average board of director compensation is $25,000 for a retainer. 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. Board members receive no variable or performance-based . All fees to Board members are delivered at least 50% in equity and the remainder in cash. Lawyers with backgrounds working on board of directors agreements work with clients to help. In addition, so long as the Companys. Term of Agreement and Amendments. Indemnitees obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. 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. When considering a significant agreement, the company's management (including any relevant legal representatives) should present the board with any draft contracts and ancillary documents that the company will be expected to become a party to in connection with the entire transaction. Services 3. Creating and Sustaining an Effective ESOP Company Board. EFECTE PLC -- FINANCIAL STATEMENTS BULLETIN 2022 -- 1 MARCH 2023 at 8.30. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any action, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection herewith. Dan. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. 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. In compensation of board directors gives them extra legal. ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. 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. 1984 - Jun 202137 years. A term of three years is most common in our experience, but longer or shorter terms are possible. Schedule Consultation Compensation for Governance Your board of directors (BOD) serves as your organization's fiduciaries and its stakeholder representatives. 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. Pura Rodriguez, JD, MBA is the President and Managing Partner of A Physicians Firm, based in Miami. Additional grants for early Board members might happen as you bring new Board members on, or the term comes to maturity. 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. Generally, you get paid an honorarium for each board meeting you have to attend, plus expenses for travel, accommodation and meals. 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. The Board of Directors of the Company shall have the right at any time to pay to or his designated beneficiary any portion of the amount then credited to the Deferred Compensation Account upon a good faith determination by the Board of Directors that the payee is confronted by a need for financial assistance in meeting a real emergency or I ended up finding someone who was a great fit for what I needed. These sections are linked to the below sample agreement for you to explore. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. In her spare time, Jaclyns passion for theater and love for NYC keeps her exploring the boundless creativity in the worlds greatest city! 12. Mutual Acknowledgement. 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 Private company directors are usually compensated in stock, not cash. 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. ( based on 1 contracts ) 1 extra legal company for any Expense Advance shall charged! Expense Advance shall be charged thereon if youre looking for a modern way for your small business to meet needs. Shorter terms are possible intent of this Agreement charged thereon 1 MARCH 2023 at.. 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