The indemnification agreement protects the Board Directors against liabilities, conflict with, if necessary. The Company (i) desires to attract and retain highly qualified individuals and entities, such as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to be involved with the Company and (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law. Chartered FCIPD with over 20 years of HR generalist experience predominately within publishing industry. Board Leadership as a Competitive Advantage to the ESOP Company. VIII. Boards of directors can take a number of steps to ensure that they adequately oversee their organization's compliance, including making inquiries to ensure that: (1) a corporate information and reporting system exists; and (2) said reporting system will adequately, timely and as a matter of course communicate to the board all appropriate Binding Effect; Successors and Assigns. Research firm MyLogIQ LLC has compiled a ranking of director compensation at all S&P 500 companies. The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). The relative fault of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Indemnitee and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Pontiac School District. 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). NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows: Indemnification of Expenses. 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. 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. The survey reported that the average board of director compensation is $25,000 for a retainer. Change in Control. 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. Ensure alignment and compliance of all processes, policies or procedures related to compensation and benefits with collective agreements Role-specific responsibilities: Collaborate with Director in the development and execution of the compensation and benefits annual action plan. Members joined membership of the Board of Directors and Committees on 10 April 2019. 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 deal was later terminated by mutual agreement with Aurobindo. 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. 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. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! Clients Rate Lawyers on our Platform 4.9/5 Stars. As America's number one vehicle assembler and exporter 1, Ford cares deeply about ensuring trade agreements are free and fair. These sections are linked to the below sample agreement for you to explore. 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. That's actually a 5% increase from the year before . 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. 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. substantially all of the Companys assets. 2. Median total compensation was $41,500 approximately 4.5% higher than the $39,700 reported last year. Shaw and raised its quarterly dividend by more than 50%. Reimbursement of travel expenses. 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. 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. A bilingual attorney graduated from J.D. This rate may be revised by action of the Board from time to time for payments not yet earned. 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. 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. Almost every company compensates its board members for travel expenses to attend board meetings and retreats. Compensation of Directors. > Net Earnings FY 2011: -$28 million . March 3, 2011 at 8:19 am. The Director may use such Proprietary Information only to the extent required to accomplish the purposes of his position at ApolloMed. Subrogation. Stock Option Grants C. Board Committees and Specific Project Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4. ", "This was an easy way to find an attorney to help me with a contract quickly. 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. 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. The Director agrees that the Company has the right of injunctive relief to enforce this provision. Directory Listing /Archives/edgar/data/1944885/000119312523043240. Generally, you get paid an honorarium for each board meeting you have to attend, plus expenses for travel, accommodation and meals. Dan. Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. 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. 3. Director Compensation Agreement - Goldman Sachs Group Inc. and James A. Johnson. I have experience of working within a global matrix structure and aligning and communicating Group . Notice to Insurers. In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein. Partial Indemnification. Some companies also paid additional amounts for attending committee meetings. 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. Private company directors are usually compensated in stock, not cash. Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 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 sizes of the annual retainer and meeting fees grow with company size (See Charts 6 and 7). a possible tax-free payment of 30,000 in compensation for loss of office (although there are often difficulties in making such a payment on a tax-free basis and advice should be taken); a relaxation of restrictive covenants such as non-compete obligations; and an agreed reference and press release. Pontiac School District for Oakland Schools. I ended up finding someone who was a great fit for what I needed. State of Delaware, or otherwise. 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 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). (Remainder of page intentionally left blank). This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree. "ContractsCounsel puts on-demand legal services in the cloud. Company's Responsibilities 5. 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. Board of Directors Agreement - Table of Contents (based on 1 contracts) 1. Severability. 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. TWITTER INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. Complete our 4-step process to provide info on what you need done. The agreement isnt a legal document, but it does assert a new members commitment to the organization. This is the eighth edition (2023) of our standard reference on executive and director compensation in ESOP companies. When it comes to negotiating advisor or board director compensation, every situation is different. Their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process. Subject to Section VI and during the term of this Agreement, the Company shall pay the Director, if the Company does not otherwise compensate the Director as an officer or employee, a non-refundable attendance fee of $2,000 per Board meeting attended in consideration for the Director providing the services described in Section I which shall compensate him or her for all time spent preparing for, travelling to (if applicable) and attending Board or committee meetings; provided, however, that if any Board or committee meetings or duties require out-of-town travel time, such additional travel time may be billed at the rate set forth in subparagraph B of this Section IV below. The agreement isn't a legal document, but it does assert a new member's commitment to the organization. Additional Indemnification Rights; Non-Exclusivity, Employment Contract Review: Costs, What To Expect. Reviewing Party. 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