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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. 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. This Agreement forms part of the consideration for Indemnitee to serve, or to continue to serve, as an officer or director of the Company, and allows Indemnitee to fulfill his or her fiduciary duties under law and take on actions for or on behalf of the Company. Floor 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. Examples of equity-based compensation include Stock Transfers, Stock Options, Stock Warrants . Reimbursement of travel expenses. State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area. 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 . All fees to Board members are delivered at least 50% in equity and the remainder in cash. Learn more about the USAA Board of Directors USAA Executive Council 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. Reference: January 30, 2022 Board Member Compensation Agreement Be sure to keep good records and separate personal expenses from board members. 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. Chesapeake Energy. 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. In the event the Company is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by Indemnitee (such approval shall not be unreasonably withheld, delayed or conditioned), upon the delivery to Indemnitee of written notice of its election to do so. 12. Mandatory Payment of Expenses. 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. > Net Earnings FY 2011: -$28 million . Acceptance of Appointment 2. 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 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. U.S. parcel delivery firm FedEx on Tuesday added two directors to its board as part of an agreement with hedge fund D.E. Board Leadership as a Competitive Advantage to the ESOP Company. 1. Attorneys Fees. Pontiac School District. 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 Compensation of Directors. State of Delaware, or otherwise. Securely pay to start working with the lawyer you select. 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 agreements may specify the board duties, as well as state the compensation, which may be composed of director fees, shares or stock options. IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written. 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. Generally, non-executive directors have a supervising role. He is licensed in both Texas and Louisiana state and federal courts. How much does it cost to draft a contract? Working for Oakland Schools based at Pontiac Schools. Our board of directors compensation services ensure that you are able to attract the right caliber of directors, and develop commensurate pay for good governance. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. The Company agrees to abide by such opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. Accordingly, each party hereby agrees that ApolloMed shall be entitled to specific performance of the Director's obligations under this Agreement, as well as such further injunctive relief as may be granted by a court of competent jurisdiction. Parent Directory. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. Additional Indemnification Rights; Non-Exclusivity. Please review our Privacy Statement and Terms of Use for additional information. UK Board member contributing to both overall company strategy and policy whilst ensuring HR Strategy underpins company strategy and providing guidance and advice to senior management. 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. NOW THEREFORE, in reliance upon and in consideration of the following undertaking, the parties agree as follows: 1. 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. Lawyers with backgrounds working on board of directors agreements work with clients to help. 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 has committed fraud on the Company; and. Liability Insurance. 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. 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. The survey reported that the average board of director compensation is $25,000 for a retainer. Invoices for expenses, with receipts attached, shall be submitted. Resolution of Dispute. The Director shall maintain in trust and confidence and not disclose to any third party or use for any unauthorized purpose any Proprietary Information received from ApolloMed. We will be in touch shortly! No Duplication of Payments. Median total compensation was $41,500 approximately 4.5% higher than the $39,700 reported last year. The corporation will expense officer compensation on Line 12 of Form 1120. This deal was later terminated by mutual agreement with Aurobindo. Additional Indemnification Rights; Non-Exclusivity, Employment Contract Review: Costs, What To Expect. Any amendment to this Agreement must be approved by the Board. 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). Mala is an expert in high-heat dialogue and inclusive leadership coaching. VIII. (Remainder of page intentionally left blank). For companies valued above $40mm of enterprise value, pay an independent . Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, the Directors obligations under the Proprietary Information Agreement, the Companys obligation to make any fees and expense payments required pursuant to Section IV due up to the date of the expiration or termination, and the Companys indemnification and insurance obligations set forth in Section V hereof) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination. 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). 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. Notwithstanding anything in this Agreement, the indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Companys Certificate or Bylaws, any agreement, any vote of stockholders or disinterested directors, the laws of the. Almost every company compensates its board members for travel expenses to attend board meetings and retreats. These are the 12 companies with the highest-paid board of directors. Directory Listing /Archives/edgar/data/1944885/000119312523043240. 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 5. This Agreement shall be in effect from the date hereof through the last date of the Directors current term as a member of the Board. 2020 Board of Directors compensation. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the

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