RESOLVED The Board of Directors has discussed extending an Offer of Employment in substantially the form of Schedule 1 attached hereto, and determined that it is in the best interests of this Corporation to formally extend this Offer of Employment. It is therefore RESOLVED, that the Board of Directors approves the proposed Employment Agreement between this Corporation and the individual [CANDIDATE NAME] considered for the position of [TITLE]. The Board of Directors further RESOLVED that any officer of this Corporation is hereby authorized to execute and offer on behalf of this Corporation to the individual so named above, the Employment Agreement with necessary changes that the officers shall approve.