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. 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 Cash Compensation B. This Agreement shall continue in full force and effect during the term of the Director Agreement. 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. . Amendment and Termination. The most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. Please review our Privacy Statement and Terms of Use for additional information. This deal was later terminated by mutual agreement with Aurobindo. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any action, suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection herewith. 321 the Investor shall pay the Company in respect of the Investor. 8. The Director may use such Proprietary Information only to the extent required to accomplish the purposes of his position at ApolloMed. With over 24 years of practice, Chet uses his vast experiences to assist his clients in the most efficient manner possible. Lawyers with backgrounds working on board of directors agreements work with clients to help. 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. Notice. The median annual retainer is $30,000, and the median per-meeting fee is $2,000. 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). Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. 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. 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. For his or her services as a director of the Company, the Director is eligible to receive awards under the Companys equity incentive plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. 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. 7. 1984 - Jun 202137 years. Attorneys Fees. The written notice to the Company shall include. 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. 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). 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"). 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. 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. 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 4. Period of Limitations. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. 5. From 2006 to 2016, led team as Assistant . Subject to Section VI and during the term of this Agreement, the Company shall pay the Director, if the Company does not otherwise compensate the Director as an officer or employee, a non-refundable attendance fee of $2,000 per Board meeting attended in consideration for the Director providing the services described in Section I which shall compensate him or her for all time spent preparing for, travelling to (if applicable) and attending Board or committee meetings; provided, however, that if any Board or committee meetings or duties require out-of-town travel time, such additional travel time may be billed at the rate set forth in subparagraph B of this Section IV below. All fees to Board members are delivered at least 50% in equity and the remainder in cash. 6. compensation under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. Companies are also paying an average of $2,250 per meeting and $1,000 per telephone conference, for a total annual compensation of about $36,000 per year. 1. 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). Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. 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. 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. Private company directors are usually compensated in stock, not cash. 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 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. I enjoy helping businesses of all sizes succeed, from start-ups to existing small and medium sized businesses. In compensation of board directors gives them extra legal. TWITTER INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. Severability. The Committee Substitute passed by a vote of 167-0. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. Pura Rodriguez, JD, MBA is the President and Managing Partner of A Physicians Firm, based in Miami. Directory Listing /Archives/edgar/data/1944885/000119312523043240. III. 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. 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 After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitees counsel in any such Claim at Indemnitees sole expense; (ii) Indemnitee shall have the right to employ Indemnitees own counsel in connection with such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there is a conflict of interest between them in the conduct of the defense of such Claim, then Indemnitee is entitled to retain its own counsel and the reasonable fees and expenses of Indemnitees counsel reasonably approved by the Company (such approval shall not be unreasonably withheld, delayed or conditioned) shall be at the expense of the Company. 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's Board of Directors must approve each grant of restricted stock. 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. Jaclyn also taught as an Adjunct Professor at Cardozo School of Law, having developed and instructed the schools first Trademark Practicum course for international students. 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 Voting Securities shall mean any securities of the Company that vote generally in the election of directors. The topic raises complex issues, from S corporation anti-abuse rules to ESOP trustee and company board duties. Binding Effect; Successors and Assigns. 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. In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). 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. State of Delaware, or otherwise. Clients Rate Lawyers on our Platform 4.9/5 Stars. 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). ", "This was an easy way to find an attorney to help me with a contract quickly. Consequently, in the event that any Board member receives compensation from [Name of Nonprofit] such compensation will be determined by and approved by the full Board in advance. 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? For companies valued above $40mm of enterprise value, pay an independent . Indemnitees obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. The agreement isnt a legal document, but it does assert a new members commitment to the organization. > Net Earnings FY 2011: -$28 million . Median total compensation was $41,500 approximately 4.5% higher than the $39,700 reported last year. 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. The purpose of the director agreement is to ensure that the employer-employee relationship is mutually beneficial and that all perks and conditions of employment are understood prior to job acceptance. The Company shall indemnify and hold harmless Indemnitee (including its respective directors, officers, partners, former partners, members, former members, employees, agents and spouse, as applicable) and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the Securities Act), or Section 20 of the Securities Exchange Act of 1934, as amended (the Exchange Act), to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a Claim) by reason of (or arising in part or in whole out of) any event or occurrence related to the fact that Indemnitee is or was or may be deemed a director, officer, stockholder, employee, controlling person, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was or may be deemed to be serving at the request of the Company as a director, officer, stockholder, employee, controlling person, agent or fiduciary of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity including. 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