Learn more about the USAA Board of Directors USAA Executive Council Five-year contracts also occur with some frequency, especially among chief executives renewing their contracts. 1. Notwithstanding anything in this Agreement, the indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Companys Certificate or Bylaws, any agreement, any vote of stockholders or disinterested directors, the laws of the. Generally, non-executive directors have a supervising role. The document contains confidentiality and non-disclosure clauses, and also permits customization to ensure the particular compensation arrangement between the parties is adequately set forth. 1. Subrogation. 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 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. Confidentiality and Use of Director Information. The topic raises complex issues, from S corporation anti-abuse rules to ESOP trustee and company board duties. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitees claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. The role of non-executive directors depends on the allocation of duties within the one-tier board. license, an M.B.A. degree, and nearly ten years of experience in the cross-border tax field. It is every Board member's obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. Corporate Authority. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d) one day after the business day of delivery by facsimile transmission, if deliverable by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to Indemnitee, at Indemnitees address as set forth beneath the Indemnitees signature to this Agreement and if to the Company at the address of its principal corporate offices (attention: Secretary) or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto. Upon a termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and benefits to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under COBRA, HIPPA, and any other applicable law. ", "I would recommend Contracts Counsel if you require legal work. 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. Floor Action. 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. 8. 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. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 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. 9. These sections are linked to the below sample agreement for you to explore. 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. TWITTER INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. Non-Exclusivity. For companies valued above $40mm of enterprise value, pay an independent . Shaw and raised its quarterly dividend by more than 50%. Combined LTI payout is 126% of target. 10-12/2022: To Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. III. Mandatory Payment of Expenses. This Agreement shall continue in full force and effect during the term of the Director Agreement. 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. VIII. Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure: (a) is in response to a valid order, including a subpoena, of a court or other governmental body of the United States or any political subdivision thereof; provided, however, that to the extent reasonably feasible, the Director shall first have given ApolloMed notice of the Directors receipt of such order and ApolloMed shall have had an opportunity to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purpose for which the order was issued; (c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. Indemnitees obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). 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. Directors Representations and Warranties. The Committee Substitute passed by a vote of 167-0. Thanks for submitting. With over 24 years of practice, Chet uses his vast experiences to assist his clients in the most efficient manner possible. 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. Board Of Directors Compensation Agreement Live Chat Director Compensation Agreement - Goldman Sachs Group Inc. and James A. Johnson. 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). 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 . Members joined membership of the Board of Directors and Committees on 10 April 2019. 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. The House took up the following measures on the floor on Legislative Day 24: HB 122 - Georgia Achieving A Better Life Experience (ABLE); governance of program by board of directors of Georgia Higher Education Savings Plan; provide (Substitute) (HEd-27th). This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and may not be changed, modified, amended or supplemented except by a written instrument signed by both parties. 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 From 2006 to 2016, led team as Assistant . Delegation of Authority to President > Net Earnings FY 2011: -$28 million . This is the eighth edition (2023) of our standard reference on executive and director compensation in ESOP companies. Throughout the term of this Agreement, the Director agrees he or she will not, without obtaining the Companys prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with the Companys business, products or services, including without limitation, products or services in the development. Board members receive no variable or performance-based . The Goldman Sachs Group, Inc. | 85 Broad Street | New York, New York 10004 Tel: 212-902-5904 Henry M. Paulson, Jr. Chairman Chief Executive Officer [LOGO]Goldman Sachs February 6, 2001 PERSONAL AND CONFIDENTIAL Mr. James A. Johnson Johnson Capital Partners 600 New . The Director may use such Proprietary Information only to the extent required to accomplish the purposes of his position at ApolloMed. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. The deal also. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. The median compensation for members of private company boards of directors was $44,850 in 2021, according to a global study by Lodestone Global. Governing the ESOP Company: A Basic Legal Review of Fiduciary Considerations for the Board of Directors. 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. 2020 Board of Directors compensation. When it comes to negotiating advisor or board director compensation, every situation is different. Severability. 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. These are the 12 companies with the highest-paid board of directors. The Board has approved the terms of this Agreement. 6. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. 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. 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). For purposes of this Agreement a Change in Control shall be deemed to have occurred if (i) any person (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Companys then outstanding Voting Securities, increases beneficial ownership of such securities by 5% or more, or (B) becomes the beneficial owner (as defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the total voting power represented by the Companys then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least two-thirds (2/3) of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or. 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. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. No Duplication of Payments. 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. The indemnification agreement protects the Board Directors against liabilities, conflict with, if necessary. The Director agrees that the Company has the right of injunctive relief to enforce this provision. Under no circumstances shall the Company be liable to the Director for any consequential damages claimed by any other party as a result of representations made by the Director with respect to the Company which are materially different from any to those made in writing by the Company. The corporation will expense officer compensation on Line 12 of Form 1120. Cash Compensation B. 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 In the event of expiration or termination of this Agreement, the Director agrees to return or destroy any materials transferred to the Director under this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. 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. Furthermore, to the fullest extent possible, this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or. Examples of equity-based compensation include Stock Transfers, Stock Options, Stock Warrants . The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. 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. 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). Do you need help with a board of directors agreement? Board Leadership as a Competitive Advantage to the ESOP Company. 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