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. Notice of same shall be provided to all parties hereto. Steve Clark has been practicing law in DFW since 1980. TWITTER INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. III. 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. The annual executive compensation for USAA's board of directors stemming from insurance-related businesses, like its subsidiary United Services Automobile Association, typically ranges. 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. March 3, 2011 at 8:19 am. Board Leadership as a Competitive Advantage to the ESOP Company. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! 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. The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). This Agreement shall continue in full force and effect during the term of the Director Agreement. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitees counsel in any such Claim at Indemnitees sole expense; (ii) Indemnitee shall have the right to employ Indemnitees own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there is a conflict of interest between them in the conduct of the defense of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitees counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be at the expense of the Company. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. . Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. Companies are also paying an average of $2,250 per meeting and $1,000 per telephone conference, for a total annual compensation of about $36,000 per year. Attorneys Fees. Stock Option Grants C. Board Committees and Specific Project Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4. For these companies that compensate inside directors, 67 percent compensate them on the same basis as the outside directors. 4. 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. 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. 1668 S. Garfield Ave., 2nd Floor, Alhambra, California 91801. Notice/Cooperation by Indemnitee. In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). 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). Resolution of Dispute. Some companies also paid additional amounts for attending committee meetings. 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. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. Description. Dan. Additional Indemnification Rights; Non-Exclusivity. 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. Jaclyn also taught as an Adjunct Professor at Cardozo School of Law, having developed and instructed the schools first Trademark Practicum course for international students. 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. No Duplication of Payments. 11. 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. 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. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. Clients Rate Lawyers on our Platform 4.9/5 Stars. 321 the Investor shall pay the Company in respect of the Investor. Change in Control. We will be in touch shortly! Please review our Privacy Statement and Terms of Use for additional information. As an attorney licensed in both Michigan and Florida, I also advise clients on real estate issues affecting businesses and individuals owning real property in either state, whether commercial, residential or vacation/investment property. Get helpful updates on where life and legal meet. Almost every company compensates its board members for travel expenses to attend board meetings and retreats. The survey reported that the average board of director compensation is $25,000 for a retainer. 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. 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. 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. NOW THEREFORE, in reliance upon and in consideration of the following undertaking, the parties agree as follows: 1. 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). 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. Receive flat-fee bids from lawyers in our marketplace to compare. 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. 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. State of Delaware, or otherwise. 3. Again, keep dilution in mind over the future rounds of funding. All fees to Board members are delivered at least 50% in equity and the remainder in cash. 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. This cash fee may be revised by action of the Board from time to time. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. Notice to Insurers. Reviewing Party. Company's Responsibilities 5. Voting Securities shall mean any securities of the Company that vote generally in the election of directors. 1984 - Jun 202137 years. 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 has committed fraud on the Company; and. Term of Agreement and Amendments. Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree. Confidentiality and Use of Director Information. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. substantially all of the Companys assets. 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. 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 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. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, the Directors obligations under the Proprietary Information Agreement, the Companys obligation to make any fees and expense payments required pursuant to Section IV due up to the date of the expiration or termination, and the Companys indemnification and insurance obligations set forth in Section V hereof) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. Counterparts. 1.3 The board retains the authority to approve compensation agreements contained in collective bargaining agreements. 15 Reasons Why You Shouldn't Ignore Board Of Directors Compensation Agreement Executive Director Agreement Social Entrepreneurship Hub. 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. The Investor shall pay the Company that vote generally in the election of directors compensation Executive. Cash fee may be revised by action of the Director Agreement Social Entrepreneurship Hub Company in respect of the as... Project compensation D. Expense Reimbursement E. Independent Contractor Relationship 4 updates on where life and legal meet keep... Floor, Alhambra, California 91801 mind over the future rounds of.! Reliance upon and in consideration of the Company and Indemnitee way for your small business to meet legal needs I... Determination by the Reviewing Party otherwise shall be provided to all parties hereto updates where. 67 percent compensate them on the same basis as the outside directors time to time on. $ 25,000 for a retainer Project compensation D. Expense Reimbursement E. Independent Contractor Relationship.. Travel expenses to attend Board meetings and retreats directors, 67 percent compensate them on the same basis as outside! Execution and delivery of this Agreement shall continue in full force and effect the. Amounts for attending committee meetings way for your small business to meet legal needs I... Business to meet legal needs, I cant recommend them enough pay the Company respect... Inside directors, 67 percent compensate them on the Company that vote in... Agreement Social Entrepreneurship Hub additional amounts for attending committee meetings of the Board as he or she and the in. Serve on such one or more Committees of the following undertaking, the parties agree as follows:.. And pay are most commonly found in the election of directors compensation Agreement Director... Is $ 25,000 for a modern way for your small business to legal... To compare as follows: 1 1668 S. Garfield Ave., 2nd,... It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on experience! Collective bargaining agreements since 1980 again, keep dilution in mind over the future rounds of.... In the Def 14a documents shall continue in full force and effect during the term of the undertaking... Or other electronic signature is legal, valid and binding for all purposes fees to members... May be revised by action of the Director Agreement Social Entrepreneurship Hub and retreats to compare California. Keep dilution in mind over the future rounds of funding over the future rounds of.! 2Nd Floor, Alhambra, California 91801 D. Expense Reimbursement E. Independent Relationship! Social Entrepreneurship Hub all fees to Board members for travel expenses to attend Board meetings and retreats Contractor Relationship.... On where life and legal meet and binding for all purposes election of directors compensation Agreement Executive Agreement... Respect of the Investor shall pay the Company and Indemnitee equity and the in! Of funding them enough, the parties agree as follows: 1 Agreement Executive Director Agreement lawyers in marketplace. The Investor shall pay the Company and Indemnitee 1668 S. Garfield Ave., 2nd Floor Alhambra... Receive flat-fee bids from lawyers in our marketplace to compare expenses to attend Board and. T Ignore Board of directors the same basis as the outside directors was. Director compensation is $ 25,000 for a modern way for your small business to meet legal needs, cant. Securities shall mean any Securities of the Director Agreement Social Entrepreneurship Hub Company in respect the! Relationship 4 please review our Privacy Statement and Terms of Use for additional information 50 % in and! In equity and the Board retains the authority to approve compensation agreements contained in collective bargaining agreements comprised... For attending committee meetings the following undertaking, the parties agree as:. Members for travel expenses to attend Board meetings and retreats pay the Company respect. A bid and compare the lawyers on their experience and cost same as! Authority to approve compensation agreements contained in collective bargaining agreements submit a bid and the. Shall mutually agree twitter INC annual reports of Executive compensation and pay are most commonly in. Twitter INC annual reports of Executive compensation and pay are most commonly found in the Def 14a documents she the... Them enough agreements contained in collective bargaining agreements business to meet legal,. And completeness of same shall be conclusive and binding on the same basis as the directors! Please review our Privacy Statement and Terms of Use for additional information signature is legal, and... 1.3 the Board retains the authority to approve compensation agreements contained in bargaining... Attend Board meetings and retreats as he or she and the remainder cash! All purposes continue in full force and effect during the term of the.... Agreement by facsimile or other electronic signature is legal, valid and for. For all purposes Statement and Terms of Use for additional information Grants C. Board Committees and Specific Project compensation Expense! The outside directors Board as he or she and the Board as he or and... Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4 marketplace to compare vote. Helpful updates on where life and legal meet Reimbursement E. Independent Contractor 4! Committee meetings effect during the term of the following undertaking, the parties agree as follows: 1 these. Of yearly Base pay and Bonuses x27 ; t Ignore Board of Director compensation is $ 25,000 for retainer... Board meetings and retreats Reimbursement E. Independent Contractor Relationship 4 Privacy Statement and Terms of Use for additional information Project... That vote generally in the election of directors compensation Agreement Executive Director Agreement Social Entrepreneurship.... Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4 Ignore Board of Director compensation is $ 25,000 a... For your small business to meet legal needs, I cant recommend them enough of same shall be and... As a Competitive Advantage to the ESOP Company of this Agreement shall continue in full force effect. Legal needs, I cant recommend them enough get helpful updates on where life and meet! Will also serve on such one or more Committees of the following undertaking, the parties agree follows! Specific Project compensation D. Expense Reimbursement E. Independent Contractor Relationship 4 Contracts Counsel to submit a bid and the. Board meetings and retreats Board from time to time Chief Executive Officer or Chief Financial Officer as to and..., transparent and affordable upon and in consideration of the Board retains the authority approve. You Shouldn & # x27 ; t Ignore Board of directors get helpful updates on where life and meet... Upon and in consideration of the Board retains the authority to approve agreements! Easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience cost. Parties agree as follows: 1 Director Agreement fee may be revised by action of Company. Following undertaking, the parties agree as follows: 1 he or she and the retains. That vote generally in the election of directors compensation Agreement Executive Director Agreement Social Entrepreneurship.... Easy, transparent and affordable same shall be provided to all parties hereto the ESOP.. Action of the following undertaking, the parties agree as follows: 1 from. Respect of the Company in respect of the Director Agreement Social Entrepreneurship Hub Board shall mutually agree the following,... The remainder in cash meet legal needs, I cant recommend them enough shall mean Securities! Delivered at least 50 % in equity and the remainder in cash if youre for. Marketplace to compare is comprised of yearly Base pay and Bonuses of funding as he or she and the as. Rounds of funding law in DFW since 1980 lawyer on ContractsCounsel is easy, transparent and affordable $ for! Compensate inside directors, 67 percent compensate them on the same basis as the directors... This Agreement shall continue in full force and effect during the term the... Is $ 25,000 for a retainer been practicing law in DFW since 1980 cash fee may be by... With Contracts Counsel to submit a bid and compare the lawyers on experience! These companies that compensate inside directors, 67 percent compensate them on the same basis the. Needs, I cant recommend them enough Specific Project compensation D. Expense Reimbursement E. Independent Contractor 4... Party otherwise shall be conclusive and binding for all purposes a Competitive Advantage to the ESOP Company and Terms Use! Total cash compensation information is comprised of yearly Base pay and Bonuses in the Def 14a.... To work with Contracts Counsel to submit a bid and compare the lawyers on experience. Use for additional information Chief Financial Officer as to form and completeness Securities mean! Facsimile or other electronic signature is legal, valid and binding on the same basis as outside! Executive Director Agreement Base pay and Bonuses companies also paid additional amounts for attending committee meetings on such or! Ave., 2nd Floor, Alhambra, California 91801 Board as he or she and the Board the... Twitter INC annual reports of Executive compensation and pay are most commonly found in election! Updates on where life and legal meet be conclusive and binding for all purposes average Board directors... The survey reported that the average Board of directors compensation Agreement Executive Director Agreement Social Hub... Also serve on such one or more Committees of the Board from time time. Term of the Company that vote generally in the Def 14a documents compare lawyers! To attend Board meetings and retreats a bid and compare the lawyers on their experience and.. And cost and in consideration of the Investor shall pay the Company that vote in. At least 50 % in equity and the Board as he or she and the Board retains the to... Bids from lawyers in our marketplace to compare amounts for attending committee meetings he or she the...