6. 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"). Securely pay to start working with the lawyer you select. Directory Listing /Archives/edgar/data/1944885/000119312523043240. Name Size Last Modified; 0001193125-23-043240-index-headers.html 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. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. 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. All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. 1984 - Jun 202137 years. 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. The annual executive compensation for USAA's board of directors stemming from insurance-related businesses, like its subsidiary United Services Automobile Association, typically ranges. DE&I strategist, Executive Coach, employee relations advisor, dispute resolution practitioner and law professor. 1. 5. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. That's actually a 5% increase from the year before . Period of Limitations. 1. 4. 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. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. 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. The Directors may be paid their expenses, if any, of attendance at such meetings of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as a Director. A bilingual attorney graduated from J.D. Cash Compensation B. 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 Indemnitees obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. 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. indemnification obligations exist under the Indemnification Agreement, the Company shall provide the Director with directors and officers liability insurance coverage in the amounts specified in the Indemnification Agreement. The role of non-executive directors depends on the allocation of duties within the one-tier board. The survey reported that the average board of director compensation is $25,000 for a retainer. For purposes of this Agreement, references to the Company shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was or may be deemed a director, officer, employee, agent, control person, or fiduciary of such constituent corporation, or is or was or may be deemed to be serving at the request of such constituent corporation as a director, officer, employee, control person, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. As cfo of finance and to be fiduciary, at the property, freddie mac and board of directors compensation agreement? Resolution of Dispute. Limitation of Liability and Force Majeure. 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. Compensation of Directors. Advancement of Expenses. 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. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. 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. 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. Notwithstanding anything in this Agreement, the indemnification provided under this Agreement shall continue as to Indemnitee for any action Indemnitee took or did not take while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity and indemnification shall inure to the benefit of Indemnitee from and after Indemnitees first day of service as a director with the Company or affiliation with a director from and after the date such director commences services as a director with the Company. Dan. Compensation by Company Data Year: 2021 2020 2019 2018 Select Other Years For its 2021 fiscal year, CONOCOPHILLIPS, listed the following executives on its annual proxy statement to the SEC Equity Cash Compensation Other Fiscal Year Ended in 2021 Enter an executive or company name 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. VIII. 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. 5. I really appreciated the ease of the system and the immediate responses from multiple lawyers! A mandatory supervisory board within a large company has the right to appoint, dismiss and suspend directors of the management board. Generally, you get paid an honorarium for each board meeting you have to attend, plus expenses for travel, accommodation and meals. Parent Directory. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. When it comes to negotiating advisor or board director compensation, every situation is different. 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 Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. How much does it cost to draft a contract? 2. Thanks for submitting. 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. The topic raises complex issues, from S corporation anti-abuse rules to ESOP trustee and company board duties. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". Description. 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). NOW THEREFORE, in reliance upon and in consideration of the following undertaking, the parties agree as follows: 1. Director Compensation Practices offers a comprehensive set of benchmarking data and analysis needed to inform the board pay design process. No Presumptions; Burden of Proof. 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. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. From 2006 to 2016, led team as Assistant . This Agreement shall continue in full force and effect during the term of the Director Agreement. 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. The Company will execute an indemnification agreement in favor of the Director substantially in the form of the agreement attached hereto as Exhibit B (the Indemnification Agreement). 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. Schedule Consultation Compensation for Governance Your board of directors (BOD) serves as your organization's fiduciaries and its stakeholder representatives. He is licensed in both Texas and Louisiana state and federal courts. 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). 2. When considering a significant agreement, the company's management (including any relevant legal representatives) should present the board with any draft contracts and ancillary documents that the company will be expected to become a party to in connection with the entire transaction. Directors terms and vacancies on the board of directors The general rule in the NFP Act is that directors are elected by a majority of the votes cast at each annual meeting of members for a term that cannot exceed four years (refer to subsection 128 (3) of the NFP Act and subsection 28 (1) of the NFP Regulations). The indemnification agreement protects the Board Directors against liabilities, conflict with, if necessary. The most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. Working for Oakland Schools based at Pontiac Schools. 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. Why do attorneys keep turning me down for my case? 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. 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. 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. Board Of Directors Compensation Agreement Live Chat 3. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. For companies valued above $40mm of enterprise value, pay an independent . No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. Governing the ESOP Company: A Basic Legal Review of Fiduciary Considerations for the Board of Directors. Complete our 4-step process to provide info on what you need done. Assistant Underwriting Director. "ContractsCounsel puts on-demand legal services in the cloud. The median annual retainer is $30,000, and the median per-meeting fee is $2,000. Research firm MyLogIQ LLC has compiled a ranking of director compensation at all S&P 500 companies. To the extent services described in Section I require out-of-town trips, such additional travel time may be charged at the rate of $1,200 per day or pro-rated portion thereof. You may also be required to In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid Expenses incurred by Indemnitee in the defense of such action (including costs and expenses incurred with respect to Indemnitee counterclaims and cross-claims made in such action), and shall be entitled to the advancement of Expenses with respect to such action, in each case only to the extent that Indemnitee is ultimately successful in such action. Companies valued above $ 40mm of enterprise value, pay an independent binding for all.!, conflict with, if necessary work with board of directors compensation agreement Counsel to submit bid! 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