Corporate Authority. This position was established in . 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. For example, if members travel with their spouse, the spouse`s expenses are not business expenses and are not deductible. 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). Steve Clark has been practicing law in DFW since 1980. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. 321 the Investor shall pay the Company in respect of the Investor. DE&I strategist, Executive Coach, employee relations advisor, dispute resolution practitioner and law professor. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. The Director is an independent contractor and will not be deemed as an employee of the Company for any purposes by virtue of this Agreement. 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. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 3. 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). "ContractsCounsel puts on-demand legal services in the cloud. 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. The Company's Board of Directors must approve each grant of restricted stock. 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. 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. Notice/Cooperation by Indemnitee. Delegation of Authority to President A bilingual attorney graduated from J.D. Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and may not be changed, modified, amended or supplemented except by a written instrument signed by both parties. She is an expert in trademark, copyright, and complex media and entertainment law matters. . 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. We will be in touch shortly! 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. 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. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Combined LTI payout is 126% of target. The written notice to the Company shall include. Cash Compensation B. 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. 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. The sizes of the annual retainer and meeting fees grow with company size (See Charts 6 and 7). 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. Invoices for expenses, with receipts attached, shall be submitted. substantially all of the Companys assets. 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. 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 The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, which subjects directors, officers, employees, controlling persons, stockholders, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Again, keep dilution in mind over the future rounds of funding. 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. 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. Notice. 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. Dan. 15 Reasons Why You Shouldn't Ignore Board Of Directors Compensation Agreement Executive Director Agreement Social Entrepreneurship Hub. 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. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other directors, officers, employees, stockholders, controlling persons, agents and fiduciaries of the Company may not be willing to serve in such capacities without additional protection. "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. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. C Corp. This Agreement shall continue in full force and effect during the term of the Director Agreement. The Board shall have the authority to fix the compensation of Directors. 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. This cash fee may be revised by action of the Board from time to time. Complete our 4-step process to provide info on what you need done. III. 0.125-1.5% of equity, with standard vesting. EFECTE PLC -- FINANCIAL STATEMENTS BULLETIN 2022 -- 1 MARCH 2023 at 8.30. Learn more about the USAA Board of Directors USAA Executive Council 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. Amendment and Termination. In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein. The survey reported that the average board of director compensation is $25,000 for a retainer. Review and approve employment, severance, change-in-control, termination, and retirement agreements and cash incentive compensation plans for executive officers. Some companies also paid additional amounts for attending committee meetings. 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 addition, so long as the Companys. 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. Putting the DOL Fiduciary Process Agreements to Use in an ESOP Company. A term of three years is most common in our experience, but longer or shorter terms are possible. 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. Non-Exclusivity. VI. January 30, 2022 Board Member Compensation Agreement Be sure to keep good records and separate personal expenses from board members. 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. . Pontiac School District. 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. 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. 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. Receive flat-fee bids from lawyers in our marketplace to compare. without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise or which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto or as a direct or indirect result of any Claim made by any stockholder of the Company against Indemnitee and arising out of or related to any round of financing of the Company (including but not limited to Claims regarding non-participation, or non-pro rata participation, in such round by such stockholder), or made by a third party against Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or state securities or common laws (hereinafter an Indemnification Event) against any and all expenses (including attorneys fees and all other costs, expenses and obligations incurred in connection with investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter Expenses), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Directors terms and vacancies on the board of directors The general rule in the NFP Act is that directors are elected by a majority of the votes cast at each annual meeting of members for a term that cannot exceed four years (refer to subsection 128 (3) of the NFP Act and subsection 28 (1) of the NFP Regulations). 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. Research firm MyLogIQ LLC has compiled a ranking of director compensation at all S&P 500 companies. A term of three years is most common in our experience, but longer shorter! Are vetted by our team and peer reviewed by our customers for you to explore before hiring ` expenses. 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