In florida, 70 employees at my business they lay off 10 and give severance to 8 out of the ten, myself 5 year employee and a 2 month employeee and both are sales others are operation, do have rights to get the same severance? 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 In connection with losses. Acceptance of Appointment 2. 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. Counterparts. The Director is an independent contractor and will not be deemed as an employee of the Company for any purposes by virtue of this Agreement. Private company directors are usually compensated in stock, not cash. Parent Directory. 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. Cash fees shall be paid monthly at the end of each month. Invoices for additional payments under subparagraph B of this Section IV above shall be submitted by the Director. The Director represents, warrants and covenants that he shall protect the Proprietary Information received with at least the same degree of care used to protect his or her own Proprietary Information from unauthorized use or disclosure. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! Notice of same shall be provided to all parties hereto. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee or Indemnitees estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such five (5) year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern. 6. Notice. Security Exchange Commission - Edgar Database, EX-10.1 2 ameh_ex10z1.htm BOARD OF DIRECTORS AGREEMENT, ViewedOctober 24, 2021, View Source on SEC. EFECTE PLC -- FINANCIAL STATEMENTS BULLETIN 2022 -- 1 MARCH 2023 at 8.30. The Director explicitly consents to the Company holding and processing both electronically and manually the information that he or she provides to the Company or the data that the Company collects which relates to the Director for the purpose of the administration, management and compliance purposes, including but not limited to the Companys disclosure of any and all information provided by the Director in the Companys proxy statements, annual reports or other securities filings or reports pursuant to federal or state securities laws or regulations, and the Director agrees to promptly notify the Company of any misstatement of a material fact regarding the Director, and of the omission of any material fact necessary to make the statements contained in such documents regarding the Director not misleading. To the fullest extent permitted by law, and unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for all purposes in connection with any dispute regarding, arising out of or relating to this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages). 2. Such invoices must be approved by the Companys Chief Executive Officer or Chief Financial Officer as to form and completeness. Directors Representations and Warranties. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. 10-12/2022: To Progressed through all levels of Underwriting in 25 year career. DIRECTOR PROPRIETARY INFORMATION AGREEMENT. As cfo of finance and to be fiduciary, at the property, freddie mac and board of directors compensation agreement? 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. Notice to Insurers. The Director shall not use Proprietary Information for any purpose or in any manner which would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. 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 ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. 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. 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. Almost every company compensates its board members for travel expenses to attend board meetings and retreats. Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement. 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. Severability. Confidentiality and Use of Director Information. The Board has approved the terms of this Agreement. She is an expert in trademark, copyright, and complex media and entertainment law matters. Name Size Last Modified; 0001193125-23-043240-index-headers.html claims, damages, expenses or liabilities resulting from the registration of the Companys securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received by them, in each case as set forth in the table on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. Background. Director Compensation Practices offers a comprehensive set of benchmarking data and analysis needed to inform the board pay design process. 10. Our board of directors is comprised of individuals who have distinguished themselves through their military and civilian careers. Corporate Authority. 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. 1.3.1 The board delegates to the employee relations committee the responsibility to recommend compensation proposals for faculty or staff engaged in certified collective bargaining. Receive flat-fee bids from lawyers in our marketplace to compare. > Net Earnings FY 2011: -$28 million . A board of directors agreement is an agreement that outlines the roles and responsibilities of the members of the board of directors of a company and secures membership of a new board member. 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. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. 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). There is no simple solution to executive compensation in ESOP companies, of course. Dec 2013 - Dec 20163 years 1 month. Jaclyn is an experienced intellectual property and transactional attorney residing and working in NYC, and serving clients throughout the United States and internationally. Learn more about the USAA Board of Directors USAA Executive Council 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. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. Governing the ESOP Company: A Basic Legal Review of Fiduciary Considerations for the Board of Directors. VI. These are the 12 companies with the highest-paid board of directors. Dan. 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. Examples, include early exercise (via a restricted stock purchase agreement), monthly vesting with no cliff period (rather than 4 year vesting with a 1 year cliff), and an extended exercise period after the advisory services are terminated. Cash Compensation B. ", "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. Delegation of Authority to President Business Contract Lawyers: How Can They Help? The corporation will expense officer compensation on Line 12 of Form 1120. 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. > Average Compensation: $533,163. I really appreciated the ease of the system and the immediate responses from multiple lawyers! C Corp. 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. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 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. A term of three years is most common in our experience, but longer or shorter terms are possible. compensation under this Agreement. 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. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes. I enjoy helping businesses of all sizes succeed, from start-ups to existing small and medium sized businesses. A board of directors agreement is an agreement that outlines the roles and responsibilities of the members of the board of directors of a company and secures membership of a new board member. You may also be required to > 2-Year Stock Change: -26.05%. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate board of directors agreements. [need quotation to verify] Human resource management is primarily concerned . Can a new employer ask for my last pay stub? Reimbursement of travel expenses. 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 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. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee with respect to such action if Indemnitee is ultimately successful in such action. 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. Furthermore, except for the maintenance of confidentiality, neither party shall be liable to the other for delay in any performance, or for failure to render any performance under this Agreement when such delay or failure is caused by Government regulations (whether or not valid), fire, strike, differences with workmen, illness of employees, flood, accident, or any other cause or causes beyond reasonable control of such delinquent party. Compensation. In the event of expiration or termination of this Agreement, the Director agrees to return or destroy any materials transferred to the Director under this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. 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. 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. For companies valued above $40mm of enterprise value, pay an independent . 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. Every company compensates its board members for travel expenses to attend board meetings and retreats clients throughout United... 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