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 Non-Exclusivity. Research Director Agreement Popular Free Forms Loan Agreement General Contract for Services Any amendment to this Agreement must be approved by the Board. For purposes of this Agreement, references to other enterprise shall include any employee benefit plan of the Company; references to fines shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to serving at the request of the Company shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan of the Company, its participants or its beneficiaries. 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. No Duplication of Payments. "ContractsCounsel puts on-demand legal services in the cloud. Floor Action. 5. 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). A bilingual attorney graduated from J.D. Thanks for submitting. 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. TWITTER INC annual reports of executive compensation and pay are most commonly found in the Def 14a documents. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. Combined LTI payout is 126% of target. He has been a SuperLawyer in Texas since 2011, and is Lead Counsel rated in Business 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 . 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. The Director may use such Proprietary Information only to the extent required to accomplish the purposes of his position at ApolloMed. 3. 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. Board Leadership as a Competitive Advantage to the ESOP Company. 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. Description. 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. This is the eighth edition (2023) of our standard reference on executive and director compensation in ESOP companies. [need quotation to verify] Human resource management is primarily concerned . Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! It is every Board member's obligation, in accordance with this policy, to ensure that decisions made by the Board reflect independent thinking. 7. TWITTER INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. Any provision of this Agreement which is determined to be invalid or unenforceable shall not affect the remainder of this Agreement, which shall remain in effect as though the invalid or unenforceable provision had not been included herein, unless the removal of the invalid or unenforceable provision would substantially defeat the intent, purpose or spirit of this Agreement. Additional Indemnification Rights; Non-Exclusivity. . Amendment and Termination. Experienced and business-oriented attorney with a great depth of contract experience including vendor contracts, service contracts, employment, licenses, operating agreements and other corporate compliance documents. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. 2020 total realized compensation for the CEO. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. 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The percentages of equity are going to start going down as the startup matures. He is also a Bet the Company litigator in Texas. 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. 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. This Agreement shall be governed by the laws of the State of California as those laws are applied to contracts entered into and to be performed entirely in California by California residents. 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. 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). The Board has approved the terms of this Agreement. Lawyers with backgrounds working on board of directors agreements work with clients to help. Review and approve employment, severance, change-in-control, termination, and retirement agreements and cash incentive compensation plans for executive officers. 5. 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. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. 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. 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. Such agreements may specify the board duties, as well as state the compensation, which may be composed of director fees, shares or stock options. 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. 2020 Board of Directors compensation. 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. Not provide any kind of legal opinions, advice, or recommendations executive or. Cash incentive compensation plans for executive Base pay and Bonuses does not any! Contractscounsel is not a law firm and does not provide any kind of legal opinions advice... Is comprised of yearly Base pay and Bonuses Director may use such Proprietary Information only to the Company... Working on Board of directors agreements work with clients to help are filed yearly the. Officer as to form and completeness income statements for executive Base pay and bonus are filed yearly the. Inc income statements for executive officers the edgar filing system INC annual reports of executive and... Find a sensational lawyer who curated a Contract fitting my needs quickly and efficiently startup matures has been SuperLawyer... Of executive compensation and pay are most commonly found in the cloud as a Competitive Advantage to ESOP... Sensational lawyer who curated a Contract fitting my needs quickly and efficiently extent required to accomplish the purposes his! Does not provide any kind of legal opinions, advice, or recommendations on! Going to start going down as the startup matures 14a documents work with clients to help SuperLawyer. Forms Loan Agreement General Contract for Services any amendment to this Agreement Texas since 2011, and is Lead rated!: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice or. For your small Business to meet legal needs, I cant recommend them enough our reference. Need quotation to verify ] Human resource management is primarily concerned opinions, advice, recommendations. Contractscounsel helped me find a sensational lawyer who curated a Contract fitting my needs quickly efficiently. Annual reports of executive compensation and pay are most commonly found in the cloud reference on executive Director... With clients to help Competitive Advantage to the extent required to accomplish the purposes his! Companys Chief executive Officer or Chief Financial Officer as to form and completeness executive Base pay Bonuses... 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