Exhibit 10.1


 


BOARD OF DIRECTORS AGREEMENT


 


This Board of Directors Agreement (“Agreement”)
made as of December __, 2017, by and between Apollo Medical Holdings, Inc., with its principal place of business at 700 North
Brand Boulevard, Suite 220, Glendale, California 91203 (the “Company”) and _____, with an address at _____ (“Director”),
provides for director services, according to the following terms and conditions:


 


		I.	Services Provided



 


The Director agrees, subject to the Director's
continued status as a director, to serve on the Company’s Board of Directors (the “Board”) and to provide those
services required of a director under the Company’s Certificate of Incorporation and Bylaws, as both may be amended from
time to time (“Articles and Bylaws”) and under the Delaware General Corporation Law, the federal securities laws and
other state and federal laws and regulations, as applicable, and the rules and regulations of the Securities and Exchange Commission
(the “SEC”) and any stock exchange or quotation system on which the Company’s securities may be traded from time
to time. Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree.


 


		II.	Nature of Relationship



 


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. 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. The Director shall not, in his or
her capacity as a director of the Company, enter into any agreement or incur any obligations on the Company’s behalf, without
appropriate Board action.


 


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 Company’s 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.


 


		III.	Director’s Representations and Warranties



 


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. The Director also represents, warrants and covenants that so long as the
Director serves on the Board, the Director will not enter into another agreement that will create a conflict of interest with this
Agreement or the Company. The Director further represents, warrants and covenants that he or she will comply with the Company’s
Articles, Bylaws, policies and guidelines, all applicable laws and regulations, including Sections 10 and 16 of the Securities
Exchange Act of 1934, as amended, and listing rules of The Nasdaq Stock Market LLC or any other stock exchanges on which the Company’s
securities may be traded; that if he or she is designated by the Board as an independent director, he or she shall promptly notify
the Board of any circumstances that may potentially impair his or her independence as a director of the Company; and that he or
she shall promptly notify the Board of any arrangements or agreements relating to compensation provided by a third party to him
or her in connection with his or her status as a director or director nominee of the Company or the services requested under this
Agreement.


 


Throughout the term of this Agreement,
the Director agrees he or she will not, without obtaining the Company’s prior written consent, directly or indirectly engage
or prepare to engage in any activity in competition with the Company’s business, products or services, including without
limitation, products or services in the development 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.


 






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		IV.	Compensation



 


		A.	Cash Fee



 


Subject to Section VI and during the term
of this Agreement, the Company shall pay the Director, if the Company does not otherwise compensate the Director as an officer
or employee, a non-refundable fee of $1,000 per month in consideration for the Director providing the services described in Section
I which shall compensate him or her for all time spent preparing for, travelling to (if applicable) and attending Board or committee
meetings; provided, however, that if any Board or committee meetings or duties require out-of-town travel time, such additional
travel time may be billed at the rate set forth in subparagraph C of this Section IV below.  This cash fee may be revised
by action of the Board from time to time.  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. 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.


 


		B.	Additional Payments



 


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 rate may be revised by action of the Board from time to time for payments not yet earned. Such revision shall be effective
as of the date specified in the resolution and need not be documented by an amendment to this Agreement to be effective.


 


		C.	Payment



 


Cash fees shall be paid monthly at the
end of each month. No invoices need be submitted by the Director for payment of the cash fee. Invoices for additional payments
under subparagraph B of this Section IV above shall be submitted by the Director. Such invoices must be approved by the Company’s
Chief Executive Officer or Chief Financial Officer as to form and completeness.


 


		D.	Expenses



 


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. Invoices for expenses, with receipts attached, shall be submitted. Such invoices must be approved
by the Company’s Chief Executive Officer or Chief Financial Officer as to form and completeness.


 


		E.	Equity Compensation



 


For his or her services as a director of
the Company, the Director is eligible to receive awards under the Company’s equity incentive plans as may from time to time
be determined by the Board or the administrator of such plan in its sole discretion.


 


		V.	Indemnification and Insurance



 


The Company will execute an indemnification
agreement in favor of the Director substantially in the form of the agreement attached hereto as Exhibit B (the “Indemnification
Agreement”). In addition, so long as the Company’s 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.


 


		VI.	Term of Agreement and Amendments



 


This Agreement shall be in effect from
the date hereof through the last date of the Director’s current term as a member of the Board. This Agreement shall be automatically
renewed on the date of the Director’s reelection as a member of the Board for the period of such new term unless the Board
determines not to renew this Agreement. Any amendment to this Agreement must be approved by the Board. Amendments to Section IV
“Compensation” hereof do not require the Director’s consent to be effective.


 






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		VII.	Termination



 


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.
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.  The Director
agrees that the Company has the right of injunctive relief to enforce this provision.


 


The Company’s and the Director’s
continuing obligations hereunder in the event of expiration or termination of this Agreement shall be subject to the terms of Section
XIV hereof.


 


		VIII.	Limitation of Liability and Force Majeure



 


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.


 


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.


 


		IX.	Confidentiality and Use of Director Information



 


The Director agrees to sign and abide by
the Company’s Director Proprietary Information Agreement attached hereto as Exhibit A (the “Proprietary Information
Agreement”).


 


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 Company’s disclosure of any and all information provided by the Director in the Company’s
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.


 


		X.	Resolution of Dispute



 


Any dispute regarding this Agreement (including
without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance
with the laws of the State of California, the United States of America.  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.


 


		XI.	Entire 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.


 






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		XII.	Assignment



 


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.


 


		XIII.	Notices



 


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. 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.


 


		XIV.	Survival of Obligations



 


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 Director’s obligations under
the Proprietary Information Agreement, the Company’s 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 Company’s 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.


 


		XV.	Attorneys’ Fees



 


If any legal action or other proceeding
is brought for the enforcement of this Agreement, or because of a dispute, breach or default in connection with any of the provisions
hereof, the successful or substantially prevailing party (including a party successful or substantially prevailing in defense)
shall be entitled to recover its actual attorneys’ fees and other costs incurred in that action or proceeding, in addition
to any other relief to which it may be entitled.


 


		XVI.	Severability



 


Any provision of this Agreement which is
determined to be invalid or unenforceable shall not affect the remainder of this Agreement, which shall remain in effect as though
the invalid or unenforceable provision had not been included herein, unless the removal of the invalid or unenforceable provision
would substantially defeat the intent, purpose or spirit of this Agreement.


 


		XVII.	Counterparts



 


This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by facsimile
or other electronic signature is legal, valid and binding for all purposes.


 


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first written above.


 





	Director:	 	Apollo Medical Holdings, Inc.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	       	 
	[FULL NAME]	 	 	Warren Hosseinion, M.D., Co-Chief Executive Officer



 



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EXHIBIT A


 


DIRECTOR PROPRIETARY INFORMATION AGREEMENT


  



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EXHIBIT B


 


INDEMNIFICATION AGREEMENT


 






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