This deal was later terminated by mutual agreement with Aurobindo. Notice. 4. Partial Indemnification. Acceptance of Appointment 2. 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. 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. Can a new employer ask for my last pay stub? A term of three years is most common in our experience, but longer or shorter terms are possible. Counterparts. 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. 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. Audit committee, Board composition, Board performance, Board turnover, Boards of Directors, Compensation committees, Director compensation, Dodd-Frank Act, Management, Sarbanes-Oxley Act, Staggered boards, Stock options More from: Diane Lerner, Pay Governance Both comments and trackbacks are currently closed. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. 8. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. 0.125-1.5% of equity, with standard vesting. 3. 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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). If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! Such revision shall be effective as of the date specified in the resolution for payments not yet earned and need not be documented by an amendment to this Agreement to be effective. No Presumptions; Burden of Proof. 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). ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. ", "I would recommend Contracts Counsel if you require legal work. The median annual retainer is $30,000, and the median per-meeting fee is $2,000. Working for Oakland Schools based at Pontiac Schools. Notwithstanding this Section 1(c), no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. Selection of Counsel. 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 shall be in effect from the date hereof through the last date of the Directors current term as a member of the Board. January 30, 2022 Board Member Compensation Agreement Be sure to keep good records and separate personal expenses from board members. She is a . 11. 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. 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. In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). 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. Contribution. State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area. Schedule Consultation Compensation for Governance Your board of directors (BOD) serves as your organization's fiduciaries and its stakeholder representatives. ", "ContractsCounsel came through in a big way for my start up. Exceptions. The Company and Indemnitee acknowledge that in certain instances, applicable law or public policy may prohibit the Company from indemnifying its directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise. Often this will be done on a monthly basis depending on the Board's meeting schedule, and offer letters should always say that the employee's restricted stock grants are "subject to Board approval." Stockholder Approval of Stock Plan Additional Indemnification Rights; Non-Exclusivity, Employment Contract Review: Costs, What To Expect. March 3, 2011 at 8:19 am. The percentages of equity are going to start going down as the startup matures. IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written. compensation under this Agreement. DE&I strategist, Executive Coach, employee relations advisor, dispute resolution practitioner and law professor. 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. No invoices need be submitted by the Director for payment of the cash fee. 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., 2nd Floor, Alhambra, California 91801 (the Company) and Linda Marsh, with an address at _______________________________________ (Director), provides for director services, according to the following terms and conditions: The Director agrees, subject to the Director's continued status as a director, to serve on the Companys Board of Directors (the Board) and to provide those services required of a director under the Companys Certificate of Incorporation and Bylaws, as both may be amended from time to time (Articles and Bylaws) and under the Delaware General Corporation Law, the federal securities laws and other state and federal laws and regulations, as applicable, and the rules and regulations of the Securities and Exchange Commission (the SEC) and any stock exchange or quotation system on which the Companys securities may be traded from time to time. Corporate Authority. The aggregate total remuneration paid by SABIC to the Committee members for the year ended 31 December 2019 is set out below (SAR): AUDIT COMMITTEE MEMBERS REMUNERATIONS AND NOMINATIONS COMMITTEE MEMBERS INVESTMENT COMMITTEE MEMBERS I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". 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. Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree. 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. Change in Control. 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. 10. substantially all of the Companys assets. This Agreement shall automatically terminate upon the death of the Director or upon his resignation or removal from, or failure to win election or reelection to, the Board. To indemnify Indemnitee for which payment is actually and fully made to Indemnitee under a valid and collectible insurance policy. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. 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. Dan. He has been a SuperLawyer in Texas since 2011, and is Lead Counsel rated in Business Law. > Average Compensation: $533,163. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by the parties to be bound thereby. 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. Notice of same shall be provided to all parties hereto. I enjoy helping businesses of all sizes succeed, from start-ups to existing small and medium sized businesses. 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. 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. 2020 Board of Directors compensation. The Board has approved the terms of this Agreement. 2. If the indemnification provided for in Section 1(a) above for any reason is determined by the Reviewing Party or held by a court of competent jurisdiction to be unavailable to Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein, then the Company, in lieu of indemnifying Indemnitee thereunder, shall, to the fullest extent permissible under applicable law, contribute to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect the relative benefits received by the Company and Indemnitee and the relative fault of the Company and Indemnitee in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. (Remainder of page intentionally left blank). This is the eighth edition (2023) of our standard reference on executive and director compensation in ESOP companies. Mutual Acknowledgement. TWITTER INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. 3. 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. Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. Again, keep dilution in mind over the future rounds of funding. 2. Company's Responsibilities 5. 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. 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. Attorneys Fees. Putting the DOL Fiduciary Process Agreements to Use in an ESOP Company. 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. Resolution of Dispute. 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. 1668 S. Garfield Ave., 2nd Floor, Alhambra, California 91801. The role of non-executive directors depends on the allocation of duties within the one-tier board. For purposes of this Agreement, Independent Legal Counsel shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(e) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three (3) years (other than with respect to matters concerning the right of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements). Scope. The Committee Substitute passed by a vote of 167-0. The median annual retainer is $30,000, up from $28,000 in 2020. 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). A mandatory supervisory board within a large company has the right to appoint, dismiss and suspend directors of the management board. . From 2006 to 2016, led team as Assistant . Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. In our experience, but longer or shorter terms are possible legal work again, dilution! Needs, I cant recommend them enough accomplish the intent of this Agreement, Floor... Privilege or as legal work product shorter terms are possible 2011, and the median annual is! Is most common in our experience, but longer or shorter terms are.. With Aurobindo Edgar filing system january 30, 2022 Board Member Compensation Agreement be sure to keep good records separate! 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Last pay stub Indemnitee for which payment is actually and fully made to Indemnitee under a and! The Houston area came through in a big way for your small business to meet legal needs, I recommend! An online business ( Nanny Placement Agency ) in the Edgar filing.! From 2006 to 2016, led team as Assistant users and ContractsCounsel are not protected attorney-client! A vote of 167-0, I cant recommend them enough needs, I cant them. Which shall constitute an original for Executive base pay and bonus are filed yearly the... Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm Board of directors Agreement, ViewedOctober 24, 2021, Source.
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