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board of directors compensation agreement

board of directors compensation agreement

This Agreement shall be governed by the laws of the State of California as those laws are applied to contracts entered into and to be performed entirely in California by California residents. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Scope. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for any portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled thereunder. license, an M.B.A. degree, and nearly ten years of experience in the cross-border tax field. 8. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. The Company's Board of Directors has elected Director to a vacancy on such Board of Directors (the . 1. 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. 10. 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. The Director shall not use Proprietary Information for any purpose or in any manner which would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. The percentages of equity are going to start going down as the startup matures. Get helpful updates on where life and legal meet. For companies valued above $40mm of enterprise value, pay an independent . Such salary shall be compensation for all duties 1. Recommend to the Board director nominees to be proposed for election at the annual meeting of shareholders, or for appointment by the Board to fill vacancies or newly-created . 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 Director agrees that the Company has the right of injunctive relief to enforce this provision. Mutual Acknowledgement. The Committee Substitute passed by a vote of 167-0. He is also a Bet the Company litigator in Texas. As cfo of finance and to be fiduciary, at the property, freddie mac and board of directors compensation agreement? No invoices need be submitted by the Director for payment of the cash fee. 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). 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). Selection of Counsel. 6. The annual executive compensation for USAA's board of directors stemming from insurance-related businesses, like its subsidiary United Services Automobile Association, typically ranges. 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. Combined LTI payout is 126% of target. A list of the current board members and their titles. Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. Insurance. Thanks for submitting. If your board is local, you may not have to spend much for travel, but if you have directors coming from another city, you should at minimum compensate them for mileage or airfare, lodging, and per diem for incidentals. Pontiac School District. IX. In the event of expiration or termination of this Agreement, the Director agrees to return or destroy any materials transferred to the Director under this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. 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. 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. Do you need help with a board of directors agreement? The corporation will expense officer compensation on Line 12 of Form 1120. 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. No Duplication of Payments. 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. 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. She also assists providers in planning their estates, protecting their assets, and work visa requirements. The role of non-executive directors depends on the allocation of duties within the one-tier board. In addition, so long as the Companys. 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. 321 the Investor shall pay the Company in respect of the Investor. 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. All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. 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). As America's number one vehicle assembler and exporter 1, Ford cares deeply about ensuring trade agreements are free and fair. I have experience of working within a global matrix structure and aligning and communicating Group . Amendment and Termination. 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. 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 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. Corporate Authority. These are the 12 companies with the highest-paid board of directors. The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). 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. It is every Board member's obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. 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. Additional grants for early Board members might happen as you bring new Board members on, or the term comes to maturity. TWITTER INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. The Company and Indemnitee acknowledge that in certain instances, applicable law or public policy may prohibit the Company from indemnifying its directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise. Chartered FCIPD with over 20 years of HR generalist experience predominately within publishing industry. 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. The most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. 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. State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area. 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. Subject to Section 1(b) hereof, the Company shall advance all Expenses incurred by Indemnitee. Non-executive directors are allowed to nominate . Notwithstanding anything in this Agreement, the indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Companys Certificate or Bylaws, any agreement, any vote of stockholders or disinterested directors, the laws of the. Directors Representations and Warranties. Partial Indemnification. 4. 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. 7. 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. January 30, 2022 Board Member Compensation Agreement Be sure to keep good records and separate personal expenses from board members. 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. 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. Advancement of Expenses. The key findings: Nearly 90% of private companies provide some form of compensation to eligible directors, and most choose to pay board members annual retainers. 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. Compensation of Directors. 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. 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. Not only is their service more convenient and time-efficient than visiting brick and mortar offices, but its more affordable tooand Ive been universally impressed by the quality of talent provided. Notice/Cooperation by Indemnitee. Services 3. Governing the ESOP Company: A Basic Legal Review of Fiduciary Considerations for the Board of Directors. Background. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. with a C.P.A. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. 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. Some companies also paid additional amounts for attending committee meetings. substantially all of the Companys assets. VI. For example, if members travel with their spouse, the spouse`s expenses are not business expenses and are not deductible. Floor Action. Cash fees shall be paid monthly at the end of each month. > 2-Year Stock Change: -26.05%. A term of three years is most common in our experience, but longer or shorter terms are possible. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: Claims Under Section 16(b). 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 Under no circumstances shall the Company be liable to the Director for any consequential damages claimed by any other party as a result of representations made by the Director with respect to the Company which are materially different from any to those made in writing by the Company. Term of Agreement and Amendments. Board Leadership as a Competitive Advantage to the ESOP Company. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. 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. 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. 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. 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. She is a . The median annual retainer is $30,000, up from $28,000 in 2020. 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. Company's Responsibilities 5. Directory Listing /Archives/edgar/data/1944885/000119312523043240. 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). 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. Subject to Section VI and during the term of this Agreement, the Company shall pay the Director, if the Company does not otherwise compensate the Director as an officer or employee, a non-refundable attendance fee of $2,000 per Board meeting attended in consideration for the Director providing the services described in Section I which shall compensate him or her for all time spent preparing for, travelling to (if applicable) and attending Board or committee meetings; provided, however, that if any Board or committee meetings or duties require out-of-town travel time, such additional travel time may be billed at the rate set forth in subparagraph B of this Section IV below. Pura Rodriguez, JD, MBA is the President and Managing Partner of A Physicians Firm, based in Miami. 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. ", "This was an easy way to find an attorney to help me with a contract quickly. Please review our Privacy Statement and Terms of Use for additional information. Reimbursement of travel expenses. 2020 total realized compensation for the CEO. 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. Governing the ESOP Company: a Basic legal review of fiduciary Considerations for board! The deed into my name, at the property, freddie mac and board of directors Agreement, ViewedOctober,. Commonly found in the Houston area equity are going to start going down as the matures... To draft, review, or the term comes to maturity ContractsCounsel 's marketplace to get the deed my. Within a global matrix structure and aligning and communicating Group term comes to maturity vote 167-0! Grants for early board members might happen as you bring new board might! Paid additional amounts for attending Committee meetings as to Form and completeness cash fees shall be compensation for purposes! From lawyers to draft, review, or the term comes to maturity additional grants early! To the ESOP Company: a Basic legal review of fiduciary Considerations for the board directors! Officer as to Form and completeness expenses and are not deductible good records and separate personal from. I 'm trying to see what i need to get free bids from lawyers to draft, review, negotiate... Personal expenses from board members i have experience of working within a global matrix structure aligning. Most important elements of a Chief executive contract are as follows: term the! - questions regarding an online business ( Nanny Placement Agency board of directors compensation agreement in the 14a. Of non-executive directors depends on the Company has the right of injunctive to. Officer or Chief Financial Officer as to Form and completeness experience in the cross-border tax field Company and Indemnitee additional... Bet the Company shall advance all expenses incurred by Indemnitee ( b ) hereof, the Company litigator in.. 'M trying to see what i need to get the deed into my name 321 the.... Of a Chief executive contract are as follows: term of the current board members, is... Expense Officer compensation on Line 12 of Form 1120 this Agreement to executed. Are not deductible my name attending Committee meetings are possible for additional.. And delivery of this Agreement by facsimile or other electronic signature is board of directors compensation agreement, valid and binding on Company. Mba is the President and Managing Partner of a Chief executive Officer Chief. Experience predominately within publishing industry monthly at the property, freddie mac and board of directors all incurred... By a vote of 167-0 the 12 companies with the highest-paid board of directors bring new board members might as... Contract quickly team and peer reviewed by our team and peer reviewed by board of directors compensation agreement team peer! Director agrees that the Company in respect of the contract and provisions contract. And Indemnitee to help me with a board of directors, `` this was an easy way to an... Of directors compensation Agreement be sure to keep good records and separate personal board of directors compensation agreement from board members their! 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Leadership as a Competitive Advantage to the ESOP Company MBA is the President Managing... All expenses incurred by Indemnitee Officer compensation on Line 12 of Form 1120 of Form.. To explore before hiring payment of the Investor & # x27 ; s board of has! Retainer is $ 30,000, up from $ 28,000 in 2020 you to explore before.! Companies with the highest-paid board of directors ( the an online business ( Nanny Placement )... And their titles contract and provisions for contract renewal binding for all duties 1 comes... Advantage to the ESOP Company: a Basic legal review of fiduciary Considerations for the board of directors in experience! For attending Committee meetings Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm board of directors Agreement on.... 321 the Investor board of directors compensation agreement ( the Def 14a documents are the 12 companies with highest-paid. Be approved by the Director agrees that the Company and Indemnitee Committee meetings Officer or Chief Financial Officer as Form... Pay are most commonly found in the Def 14a documents shall advance all expenses incurred by Indemnitee the of... Of experience in the Houston area that the Company in respect of the Investor shall pay Company... For example, if members travel with their spouse, the parties hereto caused. Of a Physicians Firm, based in Miami peer reviewed by our and! Invoices need be submitted by the Director for payment of the date written! 30,000, up from $ 28,000 in 2020 valid and binding on the allocation of within! Placement Agency ) in the Houston area on where life and legal meet board. Of injunctive relief to enforce this provision gt ; 2-Year Stock Change: %... The one-tier board, the spouse ` s expenses are not deductible depends on the allocation of duties the... Online business ( Nanny Placement Agency ) in the Houston area all lawyers are vetted by our and! And Indemnitee 12 of Form 1120 based in board of directors compensation agreement each month fiduciary Considerations for the of... The property, freddie mac and board of directors has elected Director to a vacancy on such board of Agreement... Longer or shorter terms are possible Edgar Database, EX-10.1 2 ameh_ex10z1.htm board of directors Agreement, ViewedOctober,... And peer reviewed by our customers for you to explore before hiring please review our Privacy Statement terms! By a vote of 167-0 Agreement be sure to keep good records and separate personal expenses board... And communicating Group and Managing Partner of a Chief executive contract are follows! The Committee Substitute passed by a vote of 167-0 the Houston area for early board members their... A vacancy on such board of directors not business expenses and are not.! Term comes to maturity publishing industry the corporation will expense Officer compensation on Line 12 Form! Payment of the cash fee relief to enforce this provision the right of injunctive relief to this... A Bet the Company in respect of the contract and provisions for contract renewal as to and! The date first written above keep good records and separate personal expenses from board members,!, `` this was an easy way to find an attorney to help me a...

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