Throughout the term of this Agreement, the Director agrees he or she will not, without obtaining the Companys prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with the Companys business, products or services, including without limitation, products or services in the development. . Assistant Underwriting Director. 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. 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. 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 No invoices need be submitted by the Director for payment of the cash fee. 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 Reimbursement of travel expenses. 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). 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. 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 agreement isn't a legal document, but it does assert a new member's commitment to the organization. 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. 8. The indemnification agreement protects the Board Directors against liabilities, conflict with, if necessary. 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). TWITTER INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. 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. 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. There is no simple solution to executive compensation in ESOP companies, of course. That's actually a 5% increase from the year before . 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. Generally, non-executive directors have a supervising role. 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. 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. The written notice to the Company shall include. Combined LTI payout is 126% of target. 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. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. For purposes of this Agreement, references to the Company shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was or may be deemed a director, officer, employee, agent, control person, or fiduciary of such constituent corporation, or is or was or may be deemed to be serving at the request of such constituent corporation as a director, officer, employee, control person, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. Pura Rodriguez, JD, MBA is the President and Managing Partner of A Physicians Firm, based in Miami. He is licensed in both Texas and Louisiana state and federal courts. Board Of Directors Compensation Agreement Live Chat The median annual retainer is $30,000, up from $28,000 in 2020. In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein. Resolution of Dispute. Lawyers with backgrounds working on board of directors agreements work with clients to help. How much does it cost to draft a contract? Governing the ESOP Company: A Basic Legal Review of Fiduciary Considerations for the Board of Directors. ", "This was an easy way to find an attorney to help me with a contract quickly. All fees to Board members are delivered at least 50% in equity and the remainder in cash. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. 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 . 1. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. 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. 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). Upon a termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and benefits to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under COBRA, HIPPA, and any other applicable law. When it comes to negotiating advisor or board director compensation, every situation is different. Exceptions. Severability. Accordingly, each party hereby agrees that ApolloMed shall be entitled to specific performance of the Director's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction. No other rights of licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. 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. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. 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. Name Size Last Modified; 0001193125-23-043240-index-headers.html The Board has approved the terms of this Agreement. Stock Option Grants C. Board Committees and Specific Project Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4. No Presumptions; Burden of Proof. Board of directors agreements will vary based upon the companys needs, but most agreements include the following essential terms: Below is a list of common sections included in Board Of Directors Agreements. Learn more about the USAA Board of Directors USAA Executive Council EFECTE PLC -- FINANCIAL STATEMENTS BULLETIN 2022 -- 1 MARCH 2023 at 8.30. 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. 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. 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. No Duplication of Payments. U.S. parcel delivery firm FedEx on Tuesday added two directors to its board as part of an agreement with hedge fund D.E. Board Leadership as a Competitive Advantage to the ESOP Company. 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. The Director represents and warrants that no other party has exclusive rights to his services in the specific areas in which the Company is conducting business and that the Director is in no way compromising any rights or trust between any other party and the Director or creating a conflict of interest as a result of his or her participation on the Board. 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. 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. These sections are linked to the below sample agreement for you to explore. This cash fee may be revised by action of the Board from time to time. Director Compensation Agreement - Goldman Sachs Group Inc. and James A. Johnson. . Delegation of Authority to President 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). Subject to Section 1(b) hereof, the Company shall advance all Expenses incurred by Indemnitee. 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 Such agreements may specify the board duties, as well as state the compensation, which may be composed of director fees, shares or stock options. 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. 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. 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. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 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. 5. 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. 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 document contains confidentiality and non-disclosure clauses, and also permits customization to ensure the particular compensation arrangement between the parties is adequately set forth. 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. 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. Examples of equity-based compensation include Stock Transfers, Stock Options, Stock Warrants . 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. ", "I would recommend Contracts Counsel if you require legal work. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Companys Certificate of Incorporation, as amended (the Certificate) or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). 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. 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. The corporation will expense officer compensation on Line 12 of Form 1120. 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. III. The percentages of equity are going to start going down as the startup matures. The Director represents, warrants and covenants that he shall protect the Proprietary Information received with at least the same degree of care used to protect his or her own Proprietary Information from unauthorized use or disclosure. The Company's Board of Directors must approve each grant of restricted stock. The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). 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. It is every Board member's obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. 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. The officer will receive a W-2 reporting their salary, if they are a shareholder they get a 1099-DIV to report all corporate profit earnings. 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