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. The House took up the following measures on the floor on Legislative Day 24: HB 122 - Georgia Achieving A Better Life Experience (ABLE); governance of program by board of directors of Georgia Higher Education Savings Plan; provide (Substitute) (HEd-27th). DE&I strategist, Executive Coach, employee relations advisor, dispute resolution practitioner and law professor. 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 Lawyers with backgrounds working on board of directors agreements work with clients to help. 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. This deal was later terminated by mutual agreement with Aurobindo. 0.125-1.5% of equity, with standard vesting. "ContractsCounsel puts on-demand legal services in the cloud. Liability Insurance. 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 Do you need help with a board of directors agreement? Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree. Background. The Committee Substitute passed by a vote of 167-0. > Average Compensation: $533,163. The Company will supply, at no cost to the Director: periodic briefings on the business, director packages for each board and committee meeting, copies of minutes of meetings and any other materials that are required under the Companys Articles and Bylaws or the charter of any committee of the Board on which the Director serves and any other materials which may, by mutual agreement, be necessary for performing the services requested under this Agreement. 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. This position was established in . 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. Floor Action. A term of three years is most common in our experience, but longer or shorter terms are possible. The officer will receive a W-2 reporting their salary, if they are a shareholder they get a 1099-DIV to report all corporate profit earnings. 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. 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. The Board has approved the terms of this Agreement. This Agreement (including agreements executed in substantially the form of the exhibits attached hereto) supersedes all prior or contemporaneous written or oral understandings or agreements, and, except as otherwise set forth herein, may not be added to, modified, or waived, in whole or in part, except by a writing signed by the party against whom such addition, modification or waiver is sought to be asserted. 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. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d) one day after the business day of delivery by facsimile transmission, if deliverable by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to Indemnitee, at Indemnitees address as set forth beneath the Indemnitees signature to this Agreement and if to the Company at the address of its principal corporate offices (attention: Secretary) or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto. State of Delaware, or otherwise. 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. Often this will be done on a monthly basis depending on the Board's meeting schedule, and offer letters should always say that the employee's restricted stock grants are "subject to Board approval." Stockholder Approval of Stock Plan Reference: Please review our Privacy Statement and Terms of Use for additional information. Clients Rate Lawyers on our Platform 4.9/5 Stars. Notice/Cooperation by Indemnitee. Notwithstanding this Section 1(c), no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. If there has not been a Change in Control (as defined in Section 10(c) hereof), the Reviewing Party shall be selected by the Companys Board of Directors (the Board), and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 1(e) hereof. Notice of same shall be provided to all parties hereto. otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. In addition, so long as the Companys. Term of Agreement and Amendments. 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. She is an expert in trademark, copyright, and complex media and entertainment law matters. 8. Severability. 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. > Net Earnings FY 2011: -$28 million . Corporate Authority. Some companies also paid additional amounts for attending committee meetings. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the Companys Certificate of Incorporation, as amended (the Certificate) or Bylaws as now or hereafter in effect, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Almost every company compensates its board members for travel expenses to attend board meetings and retreats. 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 The Director shall be solely responsible for the payment or withholding of all federal, state, or local income taxes, social security taxes, unemployment taxes, and any and all other taxes relating to the compensation he or she earns under this Agreement. 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. The corporation will expense officer compensation on Line 12 of Form 1120. Here is MyLogIQ's list of the 25 S&P 500 companies with the highest total board. The median annual retainer is $30,000, up from $28,000 in 2020. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Board Compensation Committee of a 501 (c) (3) foundation whose mission is to develop and provide funds and programs for a specific organization, is looking at providing an incentive compensation plan to the executive director. Counterparts. NOW THEREFORE, in reliance upon and in consideration of the following undertaking, the parties agree as follows: 1. As cfo of finance and to be fiduciary, at the property, freddie mac and board of directors compensation agreement? 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"). The term Proprietary Information shall not be deemed to include the following information: (i) information which is now, or hereafter becomes, through no breach of this Agreement on the part of the Director, generally known or available to the public; (ii) is known by the Director at the time of receiving such information; (iii) is hereafter furnished to the Director by a third party, as a matter of right and without restriction on disclosure; or (iv) is the subject of a written permission to disclose provided by ApolloMed. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the applicable insurers in accordance with the procedures set forth in each of the policies. Company's Responsibilities 5. This rate may be revised by action of the Board from time to time for payments not yet earned. 2. In compensation of board directors gives them extra legal. 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. The Company hereby agrees to indemnify Indemnitee for the Expenses of any Claim to the fullest extent permitted by law, even if indemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Companys Certificate and Bylaws or by statute. Name Size Last Modified; 0001193125-23-043240-index-headers.html This Agreement may be executed in one or more counterparts, each of which shall constitute an original. Compensation A. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof. The most important elements of a chief executive contract are as follows: Term of the contract and provisions for contract renewal. 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 For companies valued above $40mm of enterprise value, pay an independent . When it comes to negotiating advisor or board director compensation, every situation is different. Non-Exclusivity. Reimbursement of travel expenses. Private company directors are usually compensated in stock, not cash. 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. 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. 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. I have experience of working within a global matrix structure and aligning and communicating Group . (Remainder of page intentionally left blank). 1. 10. IX. Board of directors agreements will vary based upon the companys needs, but most agreements include the following essential terms: Below is a list of common sections included in Board Of Directors Agreements. Non-executive directors are allowed to nominate . Invoices for expenses, with receipts attached, shall be submitted. Description. Insurance. 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. A list of the current board members and their titles. The agreement isn't a legal document, but it does assert a new member's commitment to the organization. Chesapeake Energy. ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. 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. Indemnitee shall give the Company written notice as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement; provided, however, that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that (i)the Company is not aware of such Claim and (ii)the Company is materially prejudiced by such failure or delay. 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 key findings: Nearly 90% of private companies provide some form of compensation to eligible directors, and most choose to pay board members annual retainers. Additional grants for early Board members might happen as you bring new Board members on, or the term comes to maturity. 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. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions hereof shall remain enforceable to the fullest extent permitted by law. The Director represents and warrants that no other party has exclusive rights to his services in the specific areas in which the Company is conducting business and that the Director is in no way compromising any rights or trust between any other party and the Director or creating a conflict of interest as a result of his or her participation on the Board. 4. Again, keep dilution in mind over the future rounds of funding. You may also be required to 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. Total Cash Compensation information is comprised of yearly Base Pay and Bonuses. Contribute to the preparation of the departmental budget. 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. Any amendment to this Agreement must be approved by the Board. Amendments to Section IV Compensation hereof do not require the Directors consent to be effective. Amendment and Termination. Board Of Directors Compensation Agreement Live Chat 2. The written notice to the Company shall include. Directory Listing /Archives/edgar/data/1944885/000119312523043240. 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. 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. "This Board of Directors Agreement sets forth the compensation terms between a director elected to fill a vacancy on a Board of Directors and a company. 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