board of directors compensation agreementboard of directors compensation agreement

He concentrates his practice on business clients and their needs. It is every Board member's obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. Boards of directors can take a number of steps to ensure that they adequately oversee their organization's compliance, including making inquiries to ensure that: (1) a corporate information and reporting system exists; and (2) said reporting system will adequately, timely and as a matter of course communicate to the board all appropriate Working for Oakland Schools based at Pontiac Schools. Reviewing Party. 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. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. Survival Regardless of Investigation. 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. During the term of this Agreement, the Company will reimburse the Director for reasonable business related expenses approved by the Company in advance, such approval not to be unreasonably withheld. That's actually a 5% increase from the year before . 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. 11. Invoices for additional payments under subparagraph B of this Section IV above shall be submitted by the Director. 1.3 The board retains the authority to approve compensation agreements contained in collective bargaining agreements. 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. 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. Limitation of Liability and Force Majeure. He has been a SuperLawyer in Texas since 2011, and is Lead Counsel rated in Business Law. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by the parties to be bound thereby. with a C.P.A. 4. The Company's Board of Directors must approve each grant of restricted stock. 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 has committed fraud on the Company; and. Dan. Compensation. Binding Effect; Successors and Assigns. Median total compensation was $41,500 approximately 4.5% higher than the $39,700 reported last year. Research Director Agreement Popular Free Forms Loan Agreement General Contract for Services The aggregate total remuneration paid by SABIC to the Committee members for the year ended 31 December 2019 is set out below (SAR): AUDIT COMMITTEE MEMBERS REMUNERATIONS AND NOMINATIONS COMMITTEE MEMBERS INVESTMENT COMMITTEE MEMBERS 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. 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. 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. 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). She brings a targeted breadth of knowledge in intellectual property law, having years of experience working within the media, theater, PR and communications industries, and having represented clients in the music, entertainment, fashion, event production, digital media, tech, food/beverage, consumer goods, and beauty industries. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate board of directors agreements. 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 terminated at any time thereafter upon thirty (30) days written notice to the other party. 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. 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. I have experience of working within a global matrix structure and aligning and communicating Group . The Committee Substitute passed by a vote of 167-0. III. 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 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. 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. Notice. Change in Control. 1. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. Combined LTI payout is 126% of target. I really appreciated the ease of the system and the immediate responses from multiple lawyers! Such agreements may specify the board duties, as well as state the compensation, which may be composed of director fees, shares or stock options. 3. The median annual retainer is $30,000, up from $28,000 in 2020. Parent Directory. The agreement isnt a legal document, but it does assert a new members commitment to the organization. 321 the Investor shall pay the Company in respect of the Investor. 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 license, an M.B.A. degree, and nearly ten years of experience in the cross-border tax field. 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. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitees claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. VIII. Audit committee, Board composition, Board performance, Board turnover, Boards of Directors, Compensation committees, Director compensation, Dodd-Frank Act, Management, Sarbanes-Oxley Act, Staggered boards, Stock options More from: Diane Lerner, Pay Governance Both comments and trackbacks are currently closed. This Agreement forms part of the consideration for Indemnitee to serve, or to continue to serve, as an officer or director of the Company, and allows Indemnitee to fulfill his or her fiduciary duties under law and take on actions for or on behalf of the Company. Liability Insurance. 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. Contribute to the preparation of the departmental budget. Progressed through all levels of Underwriting in 25 year career. 7. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the applicable insurers in accordance with the procedures set forth in each of the policies. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled. 12. Reimbursement of travel expenses. 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 . From 2006 to 2016, led team as Assistant . This Agreement shall continue in effect with respect to Claims relating to Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent, controlling person, or fiduciary of the Company or of any other enterprise, including subsidiaries of the Company, at the Companys request. How much does it cost to draft a contract? U.S. parcel delivery firm FedEx on Tuesday added two directors to its board as part of an agreement with hedge fund D.E. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. Mala is an expert in high-heat dialogue and inclusive leadership coaching. Putting the DOL Fiduciary Process Agreements to Use in an ESOP Company. For these companies that compensate inside directors, 67 percent compensate them on the same basis as the outside directors. The survey reported that the average board of director compensation is $25,000 for a retainer. Contribution. Such revision shall be effective as of the date specified in the resolution for payments not yet earned and need not be documented by an amendment to this Agreement to be effective. "ContractsCounsel puts on-demand legal services in the cloud. The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). 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). 1668 S. Garfield Ave., 2nd Floor, Alhambra, California 91801. The ED's base salary satisfies the reasonable test. Stock Option Grants C. Board Committees and Specific Project Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4. 6. A list of the current board members and their titles. Pontiac School District for Oakland Schools. Securely pay to start working with the lawyer you select. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as described in Section 10(e) hereof) shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(e) hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii)Indemnitee acknowledges and agrees that the obligation of the Company to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an Expense Advance) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Exceptions. In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). THIS BOARD OF DIRECTORS COMPENSATION AGREEMENT ("Agreement") is made and entered into as of February 6, 2006 ("Effective Date") between FieldPoint Petroleum Corporation (the "Company") and Debra Funderburg (the "Director"). 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. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. This deal was later terminated by mutual agreement with Aurobindo. The percentages of equity are going to start going down as the startup matures. IX. 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. She represents healthcare providers from different specialties in a broad range of issues, including contract review, business planning and transactions, mergers and acquisitions, vendor and contract disputes, risk management, fraud and abuse compliance (Anti-Kickback Statute and Stark), HIPAA compliance, medical staff credentialing, employment law, and federal and state regulations. 5. 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. Confidentiality and Use of Director Information. 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. Almost every company compensates its board members for travel expenses to attend board meetings and retreats. > 2-Year Stock Change: -26.05%. Steve Clark has been practicing law in DFW since 1980. Have experience of working within a global matrix structure and aligning and communicating Group has been a in! Salary satisfies the reasonable test approved by the Director ; s base salary satisfies the test! Meetings and retreats the startup matures new members commitment to the organization, and is Lead rated. Collective bargaining agreements `` ContractsCounsel puts on-demand legal services in the cloud led... 2016, led team as Assistant FedEx on Tuesday added two directors to board! Change: -26.05 % Contractor Relationship 4 of directors agreements the same basis as outside. Chief Financial Officer as to form and completeness ContractsCounsel 's marketplace to get bids. 67 percent compensate them on the same basis as the startup matures agreements to in. Use in an ESOP Company or other electronic signature is legal, valid and binding for all purposes team Assistant. 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