For purposes of this Agreement, a Reviewing Party shall mean any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board, who is not a party to the particular Claim for which Indemnitee is seeking indemnification, such as a committee of the Board or Independent Legal Counsel. Steve Clark has been practicing law in DFW since 1980. 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. TWITTER INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. Working for Oakland Schools based at Pontiac Schools. In the event the Company is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by Indemnitee (such approval shall not be unreasonably withheld, delayed or conditioned), upon the delivery to Indemnitee of written notice of its election to do so. 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. Pontiac School District. Contribute to the preparation of the departmental budget. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 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. Compensation. . 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. Additional Indemnification Rights; Non-Exclusivity. ", "I would recommend Contracts Counsel if you require legal work. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. Shaw and raised its quarterly dividend by more than 50%. Athletics Director's compensation shall be an annual salary of sevenhundred thousand Dollars ($700,000), paid over biweekly pay periods, in accordance with the State Board of Regents and KU payroll and benefits policy. 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"). 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). In connection with losses. Delegation of Authority to President Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. In florida, 70 employees at my business they lay off 10 and give severance to 8 out of the ten, myself 5 year employee and a 2 month employeee and both are sales others are operation, do have rights to get the same severance? In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). The Company's Board of Directors must approve each grant of restricted stock. 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). This cash fee may be revised by action of the Board from time to time. 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. There is no simple solution to executive compensation in ESOP companies, of course. Consequently, in the event that any Board member receives compensation from [Name of Nonprofit] such compensation will be determined by and approved by the full Board in advance. Severability. VIII. Indemnitee shall give the Company written notice as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided, however, that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that (i)the Company is not aware of such Claim and (ii)the Company is materially prejudiced by such failure or delay. Lawyers with backgrounds working on board of directors agreements work with clients to help. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. Such salary shall be compensation for all duties Our board of directors is comprised of individuals who have distinguished themselves through their military and civilian careers. Description. Five-year contracts also occur with some frequency, especially among chief executives renewing their contracts. Furthermore, except for the maintenance of confidentiality, neither party shall be liable to the other for delay in any performance, or for failure to render any performance under this Agreement when such delay or failure is caused by Government regulations (whether or not valid), fire, strike, differences with workmen, illness of employees, flood, accident, or any other cause or causes beyond reasonable control of such delinquent party. Furthermore, to the fullest extent possible, this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or. 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. No Duplication of Payments. 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. substantially all of the Companys assets. Examples, include early exercise (via a restricted stock purchase agreement), monthly vesting with no cliff period (rather than 4 year vesting with a 1 year cliff), and an extended exercise period after the advisory services are terminated. That's actually a 5% increase from the year before . 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). Common Sections in Director Agreements Below is a list of common sections included in Director Agreements. 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. 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 Director agrees that the Company has the right of injunctive relief to enforce this provision. "This Board of Directors Agreement sets forth the compensation terms between a director elected to fill a vacancy on a Board of Directors and a company. 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). Director Compensation Agreement - Goldman Sachs Group Inc. and James A. Johnson. Why do attorneys keep turning me down for my case? The Board Compensation Committee of a 501 (c) (3) foundation whose mission is to develop and provide funds and programs for a specific organization, is looking at providing an incentive compensation plan to the executive director. Notice to Insurers. Atlanta Board Of Directors Agreement Lawyers, Austin Board Of Directors Agreement Lawyers, Boston Board Of Directors Agreement Lawyers, Chicago Board Of Directors Agreement Lawyers, Dallas Board Of Directors Agreement Lawyers, Denver Board Of Directors Agreement Lawyers, Fort Lauderdale Board Of Directors Agreement Lawyers, Houston Board Of Directors Agreement Lawyers, Las Vegas Board Of Directors Agreement Lawyers, Los Angeles Board Of Directors Agreement Lawyers, Memphis Board Of Directors Agreement Lawyers, Miami Board Of Directors Agreement Lawyers, New York Board Of Directors Agreement Lawyers, Oklahoma City Board Of Directors Agreement Lawyers, Orlando Board Of Directors Agreement Lawyers, Philadelphia Board Of Directors Agreement Lawyers, Phoenix Board Of Directors Agreement Lawyers, Richmond Board Of Directors Agreement Lawyers, Salt Lake City Board Of Directors Agreement Lawyers, San Antonio Board Of Directors Agreement Lawyers, San Diego Board Of Directors Agreement Lawyers, San Francisco Board Of Directors Agreement Lawyers, Seattle Board Of Directors Agreement Lawyers, Tampa Board Of Directors Agreement Lawyers. 15 Reasons Why You Shouldn't Ignore Board Of Directors Compensation Agreement Executive Director Agreement Social Entrepreneurship Hub. 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. Examples of equity-based compensation include Stock Transfers, Stock Options, Stock Warrants . The most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. Pontiac School District for Oakland Schools. 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 To indemnify Indemnitee for which payment is actually and fully made to Indemnitee under a valid and collectible insurance policy. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, stockholders, controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. 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. The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). 1. Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree. Hartford, Connecticut Area. 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. Can a new employer ask for my last pay stub? No invoices need be submitted by the Director for payment of the cash fee. From 2006 to 2016, led team as Assistant . 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. 5. 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. The Director agrees that the Company and Indemnitee WITNESS WHEREOF, the parties hereto caused... Time to time the Def 14a documents more committees of the contract and provisions for renewal! 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