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). 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 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. 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. 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. 2. A term of three years is most common in our experience, but longer or shorter terms are possible. No invoices need be submitted by the Director for payment of the cash fee. Directory Listing /Archives/edgar/data/1944885/000119312523043240. 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. 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 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. 2020 total realized compensation for the CEO. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 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. Exceptions. Progressed through all levels of Underwriting in 25 year career. Receive flat-fee bids from lawyers in our marketplace to compare. EFECTE PLC -- FINANCIAL STATEMENTS BULLETIN 2022 -- 1 MARCH 2023 at 8.30. This position was established in . Description. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! 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. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof. 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. substantially all of the Companys assets. 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. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for any portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled thereunder. [need quotation to verify] Human resource management is primarily concerned . The report is complemented by an online dashboard, which enables users to delve into the most recent corporate disclosures by Russell 3000 companies and review individual elements of compensation packages, supplemental compensations for committee service . 3. 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). Mutual Acknowledgement. 0.125-1.5% of equity, with standard vesting. 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. Pura Rodriguez, JD, MBA is the President and Managing Partner of A Physicians Firm, based in Miami. Combined LTI payout is 126% of target. The amount of compensation paid to a medical director for comparable services should be set in advance, consistent with fair market value in an arms-length transaction, and not determined in a manner that takes into account the volume or value of any patient referrals or other business generated between the parties. Contribution. 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. 15 Reasons Why You Shouldn't Ignore Board Of Directors Compensation Agreement Executive Director Agreement Social Entrepreneurship Hub. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. 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. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows: Indemnification of Expenses. 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. Common Sections in Director Agreements Below is a list of common sections included in Director Agreements. Cash fees shall be paid monthly at the end of each month. Clients Rate Lawyers on our Platform 4.9/5 Stars. 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. 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. In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). This Agreement may be terminated at any time thereafter upon thirty (30) days written notice to the other party. 1.3 The board retains the authority to approve compensation agreements contained in collective bargaining agreements. Counterparts. He has been a SuperLawyer in Texas since 2011, and is Lead Counsel rated in Business Law. 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. Efecte Plc's Financial Statements Bulletin 2022 - SaaS +26%, adjusted EBITDA margin +2%. He concentrates his practice on business clients and their needs. . Barry Alvarez will make $1.175 million in 2018-19 and start getting lump-sum payouts of $375,000 on Jan. 1 each year until 2022 under a modified compensation agreement he signed in 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. 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. Survival Regardless of Investigation. Acceptance of Appointment 2. . Steve Clark has been practicing law in DFW since 1980. 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. Reference: Company's Responsibilities 5. 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. To indemnify Indemnitee for which payment is actually and fully made to Indemnitee under a valid and collectible insurance policy. Generally, you get paid an honorarium for each board meeting you have to attend, plus expenses for travel, accommodation and meals. 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. 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). I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. Binding Effect; Successors and Assigns. 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. Reimbursement of travel expenses. Insurance. For these companies that compensate inside directors, 67 percent compensate them on the same basis as the outside directors. III. Non-Exclusivity. That's actually a 5% increase from the year before . No Presumptions; Burden of Proof. Change in Control. The median compensation for members of private company boards of directors was $44,850 in 2021, according to a global study by Lodestone Global. Mandatory Payment of Expenses. This cash fee may be revised by action of the Board from time to time. 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. 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. , each of which shall constitute an original I have purchased a house from individual and now I trying! Find a sensational lawyer who curated a contract fitting my needs quickly and efficiently at 8.30 a of. Counterparts, each of which shall constitute an original and collectible insurance policy ]. 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