IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written. This Agreement may be terminated at any time thereafter upon thirty (30) days written notice to the other party. Stock Option Grants C. Board Committees and Specific Project Compensation D. Expense Reimbursement E. Independent Contractor Relationship 4. U.S. parcel delivery firm FedEx on Tuesday added two directors to its board as part of an agreement with hedge fund D.E. Median total compensation was $41,500 approximately 4.5% higher than the $39,700 reported last year. Severability. The indemnification agreement protects the Board Directors against liabilities, conflict with, if necessary. Binding Effect; Successors and Assigns. 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. No invoices need be submitted by the Director for payment of the cash fee. Partial Indemnification. NOW THEREFORE, in reliance upon and in consideration of the following undertaking, the parties agree as follows: 1. 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 5. Business Contract Lawyers: How Can They Help? Description. Governing the ESOP Company: A Basic Legal Review of Fiduciary Considerations for the Board of Directors. 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. Some companies also paid additional amounts for attending committee meetings. 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; The percentages of equity are going to start going down as the startup matures. She is an expert in trademark, copyright, and complex media and entertainment law matters. 1. No other rights of licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement. INDEMNIFICATION AGREEMENT (this Agreement) is made effective as of January 11, 2019 by and between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (the Company) and Linda Marsh (Indemnitee). State of Delaware, or otherwise. Generally, non-executive directors have a supervising role. Directors Representations and Warranties. 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. 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. She also assists providers in planning their estates, protecting their assets, and work visa requirements. 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. Contribute to the preparation of the departmental budget. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by the parties to be bound thereby. 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. Subject to Section 1(b) hereof, the Company shall advance all Expenses incurred by Indemnitee. 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 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. You may also be required to In view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein. The sizes of the annual retainer and meeting fees grow with company size (See Charts 6 and 7). 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. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. 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 sold or purchased the Companys securities in violation of Section 16(b) of the Exchange Act or any similar successor statute; Compensation Recovery Claims. 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. In contrast to public companies, 44 percent of private companies compensate "inside" directors (defined as family members or shareholders who serve on the board). Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. 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. Board Leadership as a Competitive Advantage to the ESOP Company. "ContractsCounsel puts on-demand legal services in the cloud. Any amendment to this Agreement must be approved by the Board. THIS DIRECTOR PROPRIETARY INFORMATION AGREEMENT (the Agreement) is made effective as of January 11, 2019, by and between APOLLO MEDICAL HOLDINGS, INC., a Delaware corporation (ApolloMed), and Linda Marsh (the Director). 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. Generally, you get paid an honorarium for each board meeting you have to attend, plus expenses for travel, accommodation and meals. compensation under this Agreement. 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. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. 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. 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. Creating and Sustaining an Effective ESOP Company Board. Why do attorneys keep turning me down for my case? 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. Voting Securities shall mean any securities of the Company that vote generally in the election of directors. Chartered FCIPD with over 20 years of HR generalist experience predominately within publishing industry. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. For companies valued above $40mm of enterprise value, pay an independent . Non-executive directors are allowed to nominate . stage, accept employment or provide services to (including but not limited to service as a member of a board of directors), or establish a business in competition with the Company; provided, however, that the Director may serve or continue to serve as an officer or director of one or more entities that are affiliated with the Company, including without limitation, entities in which the Company does not have a majority holding. Acceptance of Appointment 2. The median compensation for members of private company boards of directors was $44,850 in 2021, according to a global study by Lodestone Global. 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. 1984 - Jun 202137 years. 0.125-1.5% of equity, with standard vesting. She brings a targeted breadth of knowledge in intellectual property law, having years of experience working within the media, theater, PR and communications industries, and having represented clients in the music, entertainment, fashion, event production, digital media, tech, food/beverage, consumer goods, and beauty industries. with a C.P.A. Atlanta Board Of Directors Agreement Lawyers, Austin Board Of Directors Agreement Lawyers, Boston Board Of Directors Agreement Lawyers, Chicago Board Of Directors Agreement Lawyers, Dallas Board Of Directors Agreement Lawyers, Denver Board Of Directors Agreement Lawyers, Fort Lauderdale Board Of Directors Agreement Lawyers, Houston Board Of Directors Agreement Lawyers, Las Vegas Board Of Directors Agreement Lawyers, Los Angeles Board Of Directors Agreement Lawyers, Memphis Board Of Directors Agreement Lawyers, Miami Board Of Directors Agreement Lawyers, New York Board Of Directors Agreement Lawyers, Oklahoma City Board Of Directors Agreement Lawyers, Orlando Board Of Directors Agreement Lawyers, Philadelphia Board Of Directors Agreement Lawyers, Phoenix Board Of Directors Agreement Lawyers, Richmond Board Of Directors Agreement Lawyers, Salt Lake City Board Of Directors Agreement Lawyers, San Antonio Board Of Directors Agreement Lawyers, San Diego Board Of Directors Agreement Lawyers, San Francisco Board Of Directors Agreement Lawyers, Seattle Board Of Directors Agreement Lawyers, Tampa Board Of Directors Agreement Lawyers. , the Company shall advance all Expenses incurred by Indemnitee HR generalist experience predominately within industry! 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