", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. Any and all notices, requests and other communications required or permitted hereunder shall be in writing, registered mail or by facsimile, to each of the parties at the addresses set forth above. 1. This Agreement shall continue in full force and effect during the term of the Director Agreement. Clients Rate Lawyers on our Platform 4.9/5 Stars. Selection of Counsel. Invoices for additional payments under subparagraph B of this Section IV above shall be submitted by the Director. Jaclyn is an experienced intellectual property and transactional attorney residing and working in NYC, and serving clients throughout the United States and internationally. Indemnitees obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. Private company directors are usually compensated in stock, not cash. The advances to be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days after written demand by Indemnitee therefor to the Company. Board members receive no variable or performance-based . I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. Pontiac School District for Oakland Schools. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. The most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. Specialized knowledge with mergers and acquisitions; expatriate and relocation coordination; executive compensation and board and compensation committee support Podium friendly: regular presenter at staff town hall meetings, management and board meetings Demonstrated M&A capabilities negotiating contracts and purchase & sale agreements The role of non-executive directors depends on the allocation of duties within the one-tier board. Reviewing Party. Compensation A. Five-year contracts also occur with some frequency, especially among chief executives renewing their contracts. 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. 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. Board of Directors Agreement - Table of Contents (based on 1 contracts) 1. 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 Director explicitly consents to the Company holding and processing both electronically and manually the information that he or she provides to the Company or the data that the Company collects which relates to the Director for the purpose of the administration, management and compliance purposes, including but not limited to the Companys disclosure of any and all information provided by the Director in the Companys proxy statements, annual reports or other securities filings or reports pursuant to federal or state securities laws or regulations, and the Director agrees to promptly notify the Company of any misstatement of a material fact regarding the Director, and of the omission of any material fact necessary to make the statements contained in such documents regarding the Director not misleading. Our board of directors compensation services ensure that you are able to attract the right caliber of directors, and develop commensurate pay for good governance. 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. 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. Corporate Authority. Private company directors are usually compensated in stock, not cash. Director Compensation Agreement - Goldman Sachs Group Inc. and James A. Johnson. Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. 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 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. 4. 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. 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). Governing the ESOP Company: A Basic Legal Review of Fiduciary Considerations for the Board of Directors. 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. Delegation of Authority to President Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d) one day after the business day of delivery by facsimile transmission, if deliverable by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to Indemnitee, at Indemnitees address as set forth beneath the Indemnitees signature to this Agreement and if to the Company at the address of its principal corporate offices (attention: Secretary) or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto. 321 the Investor shall pay the Company in respect of the Investor. A term of three years is most common in our experience, but longer or shorter terms are possible. The termination of this Agreement shall not relieve the Director of the obligations imposed by Paragraphs 3, 4, 5 and 11 of this Agreement with respect to Proprietary information disclosed prior to the effective date of such termination and the provisions of these Paragraphs shall survive the termination of this Agreement indefinitely with respect to Proprietary Information that constitutes trade secrets and for a period of eighteen (18) months from the date of such termination with respect to other Proprietary Information. 1.3 The board retains the authority to approve compensation agreements contained in collective bargaining agreements. No Presumptions; Burden of Proof. Get in touch below and we will schedule a time to connect! 10-12/2022: To ", "This was an easy way to find an attorney to help me with a contract quickly. Learn more about the USAA Board of Directors USAA Executive Council 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. 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). 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. Dan. 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 Stock Option Grants C. Board Committees and Specific Project Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4. Assistant Underwriting Director. Directory Listing /Archives/edgar/data/1944885/000119312523043240. 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. 10. Liability Insurance. The sizes of the annual retainer and meeting fees grow with company size (See Charts 6 and 7). IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written. Common Sections in Director Agreements Below is a list of common sections included in Director Agreements. Partial Indemnification. 2020 total realized compensation for the CEO. 4. Counterparts. Research Director Agreement Popular Free Forms Loan Agreement General Contract for Services Chesapeake Energy. 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 . C Corp. 1. 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 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. 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. Amendment and Termination. Mutual Acknowledgement. A list of the current board members and their titles. 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. 1.3.1 The board delegates to the employee relations committee the responsibility to recommend compensation proposals for faculty or staff engaged in certified collective bargaining. Cash fees shall be paid monthly at the end of each month. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. Term of Agreement and Amendments. Advancement of Expenses. 12. The Company will execute an indemnification agreement in favor of the Director substantially in the form of the agreement attached hereto as Exhibit B (the Indemnification Agreement). 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. For these companies that compensate inside directors, 67 percent compensate them on the same basis as the outside directors. Director agreements includes offer letters and service agreements between a company and its board members. compensation under this Agreement. 5. The corporation will expense officer compensation on Line 12 of Form 1120. 2. The median annual retainer is $30,000, up from $28,000 in 2020. 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. Reference: 5. For a big corporation, the amount paid other than for expenses can exceed $100,000 a year, but in that case you will get a stream of materials to review before the actual meeting. Working for Oakland Schools based at Pontiac Schools. 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 regularly advise corporate clients on a variety of legal issues including formation, day to day governance, reviewing and drafting business contracts and other agreements, business acquisitions and sales, as well as commercial and residential real estate issues, including sales, purchases and leases. 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. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. In addition, so long as the Companys. Compensation of Directors. 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 Common Sections included in Director agreements below is a list of the Director Agreement, ViewedOctober 24, 2021 View! Continue in full force and effect during the term of three years is most common in our experience but! A term of three years is most common in our experience, but longer or terms... Is most common in our experience, but longer or shorter terms possible. As the outside directors letters and service agreements between a company and board. To see what I need to get the deed into my name Agreement on as! 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