A board of directors agreement is an agreement that outlines the roles and responsibilities of the members of the board of directors of a company and secures membership of a new board member. VIII. 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. 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. In compensation of board directors gives them extra legal. [need quotation to verify] Human resource management is primarily concerned . 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 Almost every company compensates its board members for travel expenses to attend board meetings and retreats. Human resource management (HRM or HR) is the strategic and coherent approach to the effective and efficient management of people in a company or organization such that they help their business gain a competitive advantage.It is designed to maximize employee performance in service of an employer's strategic objectives. 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). lution of the board of directors and as may be necessary to enable it to sign instruments and stock certificates.8 Hiring of Corporate Officers in general, state corporation laws give the ultimate corporate man-agement responsibility to the board of directors rather than the share-holders or the executive group. The term "equity-based compensation" includes any compensation paid to an employee, director, or independent contractor that is based on the value of specified stock (generally, the stock of the employer, which may be a corporation or a partnership). For these companies that compensate inside directors, 67 percent compensate them on the same basis as the outside directors. IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written. 2. Boards of directors can take a number of steps to ensure that they adequately oversee their organization's compliance, including making inquiries to ensure that: (1) a corporate information and reporting system exists; and (2) said reporting system will adequately, timely and as a matter of course communicate to the board all appropriate Selection of Counsel. 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. The ED's base salary satisfies the reasonable test. Subject to Section 1(b) hereof, the Company shall advance all Expenses incurred by Indemnitee. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Some companies also paid additional amounts for attending committee meetings. He concentrates his practice on business clients and their needs. I have experience of working within a global matrix structure and aligning and communicating Group . "ContractsCounsel puts on-demand legal services in the cloud. In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein. 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. 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. Business Contract Lawyers: How Can They Help? The agreement isnt a legal document, but it does assert a new members commitment to the organization. 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. 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. Learn more about the USAA Board of Directors USAA Executive Council He is also a Bet the Company litigator in Texas. No Duplication of Payments. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! Private company directors are usually compensated in stock, not cash. 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). 1. During any period of time Indemnitee is entitled to indemnification rights under this Agreement, the Company shall maintain liability insurance applicable to directors, officers, employees, control persons, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Companys directors, if Indemnitee is a director, or of the Companys officers, if Indemnitee is not a director of the Company but is an officer; or of the Companys key employees, controlling persons, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent, control person, or fiduciary. During the term of this Agreement, the Company will reimburse the Director for reasonable business related expenses approved by the Company in advance, such approval not to be unreasonably withheld. VI. The Director agrees that the Company has the right of injunctive relief to enforce this provision. 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. The agreement isn't a legal document, but it does assert a new member's commitment to the organization. Directory Listing /Archives/edgar/data/1944885/000119312523043240. 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 . 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. He has been a SuperLawyer in Texas since 2011, and is Lead Counsel rated in Business Law. 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Description. Director Compensation Practices offers a comprehensive set of benchmarking data and analysis needed to inform the board pay design process. NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows: Indemnification of Expenses. Chet is a magna cum laude graduate of University of Miami School of Law with an extensive background in Business Law, Commercial Real Estate, Corporate Law, Leasing Law and Telecommunications Law. 10-12/2022: To 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. 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 Such agreements may specify the board duties, as well as state the compensation, which may be composed of director fees, shares or stock options. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties rights and obligations hereunder except as set forth in Section 8(a) hereof. 15 Reasons Why You Shouldn't Ignore Board Of Directors Compensation Agreement Executive Director Agreement Social Entrepreneurship Hub. To indemnify Indemnitee for Expenses arising from or in connection with any Claims initiated or brought voluntarily by Indemnitee not by way of defense, except with respect to Claims brought to establish or enforce a right to indemnification under this Agreement, the Companys Certificate and Bylaws or any applicable law; Unlawful Indemnification. She brings a targeted breadth of knowledge in intellectual property law, having years of experience working within the media, theater, PR and communications industries, and having represented clients in the music, entertainment, fashion, event production, digital media, tech, food/beverage, consumer goods, and beauty industries. Examples of equity-based compensation include Stock Transfers, Stock Options, Stock Warrants . If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach or default in connection with any of the provisions hereof, the successful or substantially prevailing party (including a party successful or substantially prevailing in defense) shall be entitled to recover its actual attorneys fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. 15 Reasons Why you Shouldn & # x27 ; t Ignore board of directors USAA Executive Council he is a... 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