", "ContractsCounsel came through in a big way for my start up. 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. Chet is a magna cum laude graduate of University of Miami School of Law with an extensive background in Business Law, Commercial Real Estate, Corporate Law, Leasing Law and Telecommunications Law. 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). 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. For purposes of this Agreement a Change in Control shall be deemed to have occurred if (i) any person (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Companys then outstanding Voting Securities, increases beneficial ownership of such securities by 5% or more, or (B) becomes the beneficial owner (as defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the total voting power represented by the Companys then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least two-thirds (2/3) of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or. Any and all notices, requests and other communications required or permitted hereunder shall be in writing, registered mail or by facsimile, to each of the parties at the addresses set forth above. This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and may not be changed, modified, amended or supplemented except by a written instrument signed by both parties. Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. 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. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. The role of non-executive directors depends on the allocation of duties within the one-tier board. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate board of directors agreements. I like to use the following approach for stock based compensation: For companies valued below $40mm enterprise value, pay an independent director 0.25% of the Company per year served on the Board. Mala is an expert in high-heat dialogue and inclusive leadership coaching. 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. Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Director, including, without limitation, an actual or threatened disclosure of Proprietary Information without the prior express written consent of ApolloMed, ApolloMed will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. The purpose of the Compensation Committee (the " Committee ") of the Board of Directors (the " Board ") of AppHarvest, Inc. (the " Company ") is to: help the Board oversee the Company's compensation policies, plans and programs with a goal to attract, incentivize, retain and reward top quality executive management and employees; 4. 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. For purposes of this Agreement, references to the Company shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was or may be deemed a director, officer, employee, agent, control person, or fiduciary of such constituent corporation, or is or was or may be deemed to be serving at the request of such constituent corporation as a director, officer, employee, control person, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. Boards continued to have a strong impact on company performance, with 94% of companies. The Director may use such Proprietary Information only to the extent required to accomplish the purposes of his position at ApolloMed. She also assists providers in planning their estates, protecting their assets, and work visa requirements. Any such notice shall be deemed given when received and notice given by registered mail shall be considered to have been given on the tenth (10th) day after having been sent in the manner provided for above. Throughout the term of this Agreement, the Director agrees he or she will not, without obtaining the Companys prior written consent, directly or indirectly engage or prepare to engage in any activity in competition with the Companys business, products or services, including without limitation, products or services in the development. 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. 6. Research firm MyLogIQ LLC has compiled a ranking of director compensation at all S&P 500 companies. In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). 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. Such revision shall be effective as of the date specified in the resolution for payments not yet earned and need not be documented by an amendment to this Agreement to be effective. 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 No Presumptions; Burden of Proof. Dan. 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. A bilingual attorney graduated from J.D. 12. 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. No invoices need be submitted by the Director for payment of the cash fee. Reimbursement of travel expenses. Under no circumstances shall the Company be liable to the Director for any consequential damages claimed by any other party as a result of representations made by the Director with respect to the Company which are materially different from any to those made in writing by the Company. The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Working for Oakland Schools based at Pontiac Schools. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. The agreement isnt a legal document, but it does assert a new members commitment to the organization. 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