board of directors compensation agreementboard of directors compensation agreement

With over 24 years of practice, Chet uses his vast experiences to assist his clients in the most efficient manner possible. When it comes to negotiating advisor or board director compensation, every situation is different. This Agreement (including agreements executed in substantially the form of the exhibits attached hereto) supersedes all prior or contemporaneous written or oral understandings or agreements, and, except as otherwise set forth herein, may not be added to, modified, or waived, in whole or in part, except by a writing signed by the party against whom such addition, modification or waiver is sought to be asserted. This cash fee may be revised by action of the Board from time to time. Receive flat-fee bids from lawyers in our marketplace to compare. 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 If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! The Company's Board of Directors has elected Director to a vacancy on such Board of Directors (the . 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"). Research firm MyLogIQ LLC has compiled a ranking of director compensation at all S&P 500 companies. I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. 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. 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. No Duplication of Payments. Board Of Directors Compensation Agreement Live Chat 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. 2020 Board of Directors compensation. 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. Private company board compensation programs have two common cash components: An annual retainer (the amount paid to each eligible director on an annual or quarterly basis for board service) is offered by 71% of private companies surveyed. Parent Directory. 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. Mutual Acknowledgement. IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written. 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. Examples of equity-based compensation include Stock Transfers, Stock Options, Stock Warrants . Partial Indemnification. Reference: 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., 2 nd Floor, Alhambra, California 91801 (the "Company") and Linda Marsh, with an address at _______________________________________ ("Director"), provides 1984 - Jun 202137 years. 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. Limitation of Liability and Force Majeure. Why do attorneys keep turning me down for my case? Clients Rate Lawyers on our Platform 4.9/5 Stars. No other rights of licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. 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 Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate board of directors agreements. The Goldman Sachs Group, Inc. | 85 Broad Street | New York, New York 10004 Tel: 212-902-5904 Henry M. Paulson, Jr. Chairman Chief Executive Officer [LOGO]Goldman Sachs February 6, 2001 PERSONAL AND CONFIDENTIAL Mr. James A. Johnson Johnson Capital Partners 600 New . 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 topic raises complex issues, from S corporation anti-abuse rules to ESOP trustee and company board duties. To the fullest extent permitted by law, and unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for all purposes in connection with any dispute regarding, arising out of or relating to this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages). 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. Resolution of Dispute. . Invoices for additional payments under subparagraph B of this Section IV above shall be submitted by the Director. No Presumptions; Burden of Proof. Background. Generally, non-executive directors have a supervising role. > Net Earnings FY 2011: -$28 million . 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. For his or her services as a director of the Company, the Director is eligible to receive awards under the Companys equity incentive plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. The Director further represents, warrants and covenants that he or she will comply with the Companys Articles, Bylaws, policies and guidelines, all applicable laws and regulations, including Sections 10 and 16 of the Securities Exchange Act of 1934, as amended, and listing rules of The Nasdaq Stock Market LLC or any other stock exchanges on which the Companys securities may be traded; that if he or she is designated by the Board as an independent director, he or she shall promptly notify the Board of any circumstances that may potentially impair his or her independence as a director of the Company; and that he or she shall promptly notify the Board of any arrangements or agreements relating to compensation provided by a third party to him or her in connection with his or her status as a director or director nominee of the Company or the services requested under this Agreement. 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. 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. It is established, however, that 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. Stock Option Grants C. Board Committees and Specific Project Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4. 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. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitees claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. The Board has approved the terms of this Agreement. Amendments to Section IV Compensation hereof do not require the Directors consent to be effective. 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. Reimbursement of travel expenses. Name Size Last Modified; 0001193125-23-043240-index-headers.html 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. Liability Insurance. She also assists providers in planning their estates, protecting their assets, and work visa requirements. 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. 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. Compensation of Directors. Can a new employer ask for my last pay stub? Generally, you get paid an honorarium for each board meeting you have to attend, plus expenses for travel, accommodation and meals. 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. The role of non-executive directors depends on the allocation of duties within the one-tier board. 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. She brings a targeted breadth of knowledge in intellectual property law, having years of experience working within the media, theater, PR and communications industries, and having represented clients in the music, entertainment, fashion, event production, digital media, tech, food/beverage, consumer goods, and beauty industries. Our board of directors is comprised of individuals who have distinguished themselves through their military and civilian careers. 9. 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", "ContractsCounsel came through in a big way for my start up. 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. The median annual retainer is $30,000, up from $28,000 in 2020. 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. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. compensation under this Agreement. 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. Additional grants for early Board members might happen as you bring new Board members on, or the term comes to maturity. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. 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 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. 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. These sections are linked to the below sample agreement for you to explore. 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. 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. Shall be submitted by the director Options, Stock Options, Stock Options, Stock Options, Options. 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