A mandatory supervisory board within a large company has the right to appoint, dismiss and suspend directors of the management board. These are the 12 companies with the highest-paid board of directors. Subject to Section 1(b) hereof, the Company shall advance all Expenses incurred by Indemnitee. In florida, 70 employees at my business they lay off 10 and give severance to 8 out of the ten, myself 5 year employee and a 2 month employeee and both are sales others are operation, do have rights to get the same severance? 12. Any amendment to this Agreement must be approved by the Board. Any such notice shall be deemed given when received and notice given by registered mail shall be considered to have been given on the tenth (10th) day after having been sent in the manner provided for above. 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. 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. All Proprietary Information (including all copies thereof) shall remain in the property of ApolloMed, and shall be returned to ApolloMed (or destroyed) after the Director's need for it has expired, or upon request of ApolloMed, and in any event, upon the expiration or termination of that certain Board of Directors Agreement, of even date herewith, between ApolloMed and the Director (the Director Agreement). This position was established in . Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. 3. Director Compensation Practices offers a comprehensive set of benchmarking data and analysis needed to inform the board pay design process. As cfo of finance and to be fiduciary, at the property, freddie mac and board of directors compensation agreement? Members joined membership of the Board of Directors and Committees on 10 April 2019. 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. The Company hereby agrees to indemnify Indemnitee for the Expenses of any Claim to the fullest extent permitted by law, even if indemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Companys Certificate and Bylaws or by statute. The Board of Directors of the Company shall have the right at any time to pay to or his designated beneficiary any portion of the amount then credited to the Deferred Compensation Account upon a good faith determination by the Board of Directors that the payee is confronted by a need for financial assistance in meeting a real emergency or For purposes of this Agreement, a Reviewing Party shall mean any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board, who is not a party to the particular Claim for which Indemnitee is seeking indemnification, such as a committee of the Board or Independent Legal Counsel. This Agreement may be terminated at any time thereafter upon thirty (30) days written notice to the other party. claims, damages, expenses or liabilities resulting from the registration of the Companys securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by them, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. Selection of Counsel. Parent Directory. Services 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. Board members conduct regular, formal evaluations of our CEO and our company. 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 shall be solely responsible for the payment or withholding of all federal, state, or local income taxes, social security taxes, unemployment taxes, and any and all other taxes relating to the compensation he or she earns under this Agreement. Dan. 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. Not only is their service more convenient and time-efficient than visiting brick and mortar offices, but its more affordable tooand Ive been universally impressed by the quality of talent provided. > Net Earnings FY 2011: -$28 million . 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. Limitation of Liability and Force Majeure. Our board of directors is comprised of individuals who have distinguished themselves through their military and civilian careers. Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. The written notice to the Company shall include. 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 These sections are linked to the below sample agreement for you to explore. 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. Steve Clark has been practicing law in DFW since 1980. 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. Get helpful updates on where life and legal meet. 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. 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. Amendment and Termination. 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 DIRECTOR PROPRIETARY INFORMATION AGREEMENT (the Agreement) is made effective as of January 11, 2019, by and between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (ApolloMed), and Linda Marsh (the Director). Pontiac School District for Oakland Schools. Efecte Plc's Financial Statements Bulletin 2022 - SaaS +26%, adjusted EBITDA margin +2%. 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. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Severability. Name Size Last Modified; 0001140361-23-007809-index-headers.html: 2023-02-21 15:24:08: 0001140361-23-007809-index.html: 2023-02-21 15:24:08: 0001140361-23-007809.txt DIRECTOR PROPRIETARY INFORMATION AGREEMENT. Survival Regardless of Investigation. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. A term of three years is most common in our experience, but longer or shorter terms are possible. Common Sections in Director Agreements Below is a list of common sections included in Director Agreements. The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). The most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. Reviewing Party. 8. 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. 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. Recommend to the Board director nominees to be proposed for election at the annual meeting of shareholders, or for appointment by the Board to fill vacancies or newly-created . Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. 2020 Board of Directors compensation. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. 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. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate board of directors agreements. Lawyers with backgrounds working on board of directors agreements work with clients to help. 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"). 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. In compensation of board directors gives them extra legal. This is the eighth edition (2023) of our standard reference on executive and director compensation in ESOP companies. 1. Pontiac School District. 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