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Board Resolution Granting Stock Options

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Giving employees stock options is a popular way of incentivizing employees to maximize productivity in order to increase the company’s overall value. Stock options give an employee the right to purchase the company’s stock at some point in the future at a set price. Before stock options can be granted, they first must be approved by the company’s board of directors. This resolution is a sample template that the board can use to formally grant stock options. This template is ideal for small businesses that want to formally grant stock options to employees.

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									Board Resolution Granting
Stock Options
Giving employees stock options is a popular way of incentivizing employees to
maximize productivity in order to increase the company’s overall value. Stock options
give an employee the right to purchase the company’s stock at some point in the future
at a set price. Before stock options can be granted, they first must be approved by the
company’s board of directors. This resolution is a sample template that the board can
use to formally grant stock options. This template is ideal for small businesses that want
to formally grant stock options to employees.
               ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT

                                  OF THE BOARD OF DIRECTORS OF

                 ______________________ [Instructions: Insert the Corporation’s name]

                      Dated: ________________________ [Instructions: Insert the date]

The following action is hereby taken by unanimous written consent of the Board of Directors
(the “Board”) of _________________________ [Instructions: Insert the Corporation’s name]
(the “Corporation”), a ___________________ [Instructions: Insert the state of incorporation]
corporation, pursuant to the provisions of Section ___________ [Instructions: Insert section
number] of the __________________ [Instructions: Insert statute name] [Comment: In
California, this would be Section 307(b) of the California Corporations Code. This Statute
is particular to the laws of the State of California as pertains to corporations. If you have
formed or are forming a corporation in another State you should determine the statute that
is particular to the state of your corporation. Or better yet, you should review whether a
similar document for your corporation’s state is available for purchase on Docstoc, because
it might have other or additional particular provisions that are specific and applicable to
the laws of that state.]

This action is taken in lieu of a special meeting of the Corporation’s Board scheduled for
_______________________. [Instructions: Insert the date]

WHEREAS, the Board considered whether to approve a grant of stock options (the “Options”)
to the persons (each an “Optionee”) set forth in Exhibit A, attached hereto and incorporated
herein.

WHEREAS, having considered all relevant factors, the Board considers it to be in the best
interests of the Corporation and its stockholders that the Corporation approves the grant of
Options to each of the Optionees.

NOW THEREFORE, BE IT RESOLVED, that each Optionee shall be granted an Option to
purchase the number of shares of Common Stock set forth in Exhibit “A” hereof, subject to the
vesting schedule set forth therein.

FURTHER RESOLVED, that the exercise price of this Corporation’s Common Stock shall be
___________ Dollars ($____) [Instructions: Insert the exercise price per share] per share,
which the Board has determined to be the fair market value of a share of Common Stock as of
the date hereof.

FURTHER RESOLVED, that the officers of this Corporation be, and each acting alone is,
hereby authorized and directed, in the name of and on behalf of the Corporation, to do and
perform any and all acts, including the execution of any and all documents, instruments or
certificates, as such officers deem necessary or advisable in order to carry out the purpose and
intent of the foregoing resolutions.



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FURTHER RESOLVED, that any actions taken by such officers prior to the date of the
foregoing resolutions adapted hereby, that are within the authority conferred thereby are hereby
ratified confirmed and approved as the acts and deeds of this Corporation.

Dated: ____________________ [Instructions: Insert the date]



_____________________
________________________ [Instructions: Insert the name of a Director]
Director



_____________________
________________________ [Instructions: Insert the name of a Director]
Director



_____________________
________________________ [Instructions: Insert the name of a Director]
Director




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                                                    EXHIBIT A

                                                OPTION GRANTS

Optionee Name                            Number of Shares of              Vesting Schedule
                                         Common Stock Approved in
                                         Grant
___________ [Instruction:                 ______ [Instruction: Insert      ___________ [Instruction:
Insert Name of Optionee]                     Number of Shares]              Insert Vesting Schedule]
___________ [Instruction:                 ______ [Instruction: Insert      ___________ [Instruction:
Insert Name of Optionee]                     Number of Shares]              Insert Vesting Schedule]
___________ [Instruction:                 ______ [Instruction: Insert      ___________ [Instruction:
Insert Name of Optionee]                     Number of Shares]              Insert Vesting Schedule]
___________ [Instruction:                 ______ [Instruction: Insert      ___________ [Instruction:
Insert Name of Optionee]                     Number of Shares]              Insert Vesting Schedule]




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