The ED's base salary satisfies the reasonable test. 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. Directory Listing /Archives/edgar/data/1944885/000119312523043240. 1984 - Jun 202137 years. Chet's prior experience includes 5 years at two of the top law firms in Georgia and 16 years of operating his own private practice. He is also a Bet the Company litigator in Texas. The Director agrees that the Company has the right of injunctive relief to enforce this provision. with a C.P.A. VI. January 30, 2022 Board Member Compensation Agreement Be sure to keep good records and separate personal expenses from board members. The Director agrees to sign and abide by the Companys Director Proprietary Information Agreement attached hereto as Exhibit A (the Proprietary Information Agreement). Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than ten (10) days after written demand by Indemnitee therefor is presented to the Company. 7. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, which subjects directors, officers, employees, controlling persons, stockholders, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. 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 0.125-1.5% of equity, with standard vesting. compensation under this Agreement. 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. 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. Additional Indemnification Rights; Non-Exclusivity. Dec 2013 - Dec 20163 years 1 month. You may also be required to Do you need help with a board of directors agreement? Chesapeake Energy. 1. 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. The annual executive compensation for USAA's board of directors stemming from insurance-related businesses, like its subsidiary United Services Automobile Association, typically ranges. 4. 3. NOW THEREFORE, in reliance upon and in consideration of the following undertaking, the parties agree as follows: 1. 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. 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. It is established, however, that 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. . a possible tax-free payment of 30,000 in compensation for loss of office (although there are often difficulties in making such a payment on a tax-free basis and advice should be taken); a relaxation of restrictive covenants such as non-compete obligations; and an agreed reference and press release. Dan. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. 6. The role of non-executive directors depends on the allocation of duties within the one-tier board. I also regularly assist nonprofit organizations in obtaining and maintaining tax exempt status, and provide general legal counsel on all matters affecting public charities, private foundations and other nonprofit organizations. Board members conduct regular, formal evaluations of our CEO and our company. This Agreement shall be automatically renewed on the date of the Directors reelection as a member of the Board for the period of such new term unless the Board determines not to renew this Agreement. 5. 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. These sections are linked to the below sample agreement for you to explore. 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. Notice/Cooperation by Indemnitee. Thanks for submitting. Combined LTI payout is 126% of target. 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. Business Contract Lawyers: How Can They Help? 1.3 The board retains the authority to approve compensation agreements contained in collective bargaining agreements. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Steve Clark has been practicing law in DFW since 1980. Binding Effect; Successors and Assigns. 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 . State of Delaware, or otherwise. Advancement provides for the payment of legal expenses as incurred, in advance of the final disposition of the litigation or other proceeding, and is often conditioned upon receipt of an undertaking from the individual D&O to repay amounts advanced if it is ultimately determined that he or she is not entitled to indemnification for failure to The Director may use such Proprietary Information only to the extent required to accomplish the purposes of his position at ApolloMed. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee and other directors, officers, employees, stockholders, controlling persons, agents and fiduciaries of the Company may not be willing to serve in such capacities without additional protection. This is the eighth edition (2023) of our standard reference on executive and director compensation in ESOP companies. Amendment and Termination. In her spare time, Jaclyns passion for theater and love for NYC keeps her exploring the boundless creativity in the worlds greatest city! 10-12/2022: To The Company's Board of Directors has elected Director to a vacancy on such Board of Directors (the . The Director shall not use Proprietary Information for any purpose or in any manner which would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Background. Change in Control. Reference: 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. Complete our 4-step process to provide info on what you need done. Notice. For companies valued above $40mm of enterprise value, pay an independent . Here is MyLogIQ's list of the 25 S&P 500 companies with the highest total board. Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. VIII. TWITTER INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. Subrogation. 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. The Board shall have the authority to fix the compensation of Directors. 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. license, an M.B.A. degree, and nearly ten years of experience in the cross-border tax field. Can a new employer ask for my last pay stub? Working for Oakland Schools based at Pontiac Schools. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. 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 She is an expert in trademark, copyright, and complex media and entertainment law matters. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein. We will be in touch shortly! ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. 1. 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. 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. Shaw and raised its quarterly dividend by more than 50%. A term of three years is most common in our experience, but longer or shorter terms are possible. Board Agreement XYZ agrees to provide each member of the board with the following: Access to the management of XYZ, as needed for proper operation of the board Ample notice of all meetings Minutes of all board meetings Relevant information to conduct his or her job as a board member Scope. NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee hereby agree as follows: Indemnification of Expenses. substantially all of the Companys assets. The deal also. The median annual retainer is $30,000, and the median per-meeting fee is $2,000. Creating and Sustaining an Effective ESOP Company Board. The Company (i) desires to attract and retain highly qualified individuals and entities, such as Indemnitee, to serve the Company and, in part, in order to induce Indemnitee to be involved with the Company and (ii) wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law. 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 . Specialized knowledge with mergers and acquisitions; expatriate and relocation coordination; executive compensation and board and compensation committee support Podium friendly: regular presenter at staff town hall meetings, management and board meetings Demonstrated M&A capabilities negotiating contracts and purchase & sale agreements 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. EFECTE PLC -- FINANCIAL STATEMENTS BULLETIN 2022 -- 1 MARCH 2023 at 8.30. 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 such indemnification is not lawful; Fraud. 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. The Committee Substitute passed by a vote of 167-0. Efecte Plc's Financial Statements Bulletin 2022 - SaaS +26%, adjusted EBITDA margin +2%. 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. To indemnify Indemnitee for which payment is actually and fully made to Indemnitee under a valid and collectible insurance policy. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. This Agreement may be terminated at any time thereafter upon thirty (30) days written notice to the other party. The Company's Board of Directors must approve each grant of restricted stock. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". 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