SHAREHOLDERS' RESOLUTION FOR APPROVAL OF STOCK OPTION PLAN
Upon a duly made, seconded and unanimously adopted motion, the shareholders of this Corporation adopted the following resolution: WHEREAS, the Board of Directors of this Corporation has adopted a resolution authorizing the establishment of a Stock Option Plan, and WHEREAS, the resolution of the Board of Directors establishing the aforementioned Stock Option Plan also requires the Corporation to have available shares of stock to satisfy the exercise of options under the Plan, it is hereby: RESOLVED, that the Stock Option Plan approved by the Board of Directors in its resolution dated [DATE], a copy of which the Secretary of the Corporation is directed to attach to the minutes of this meeting, be and hereby is adopted; and it is FURTHER RESOLVED, that the Treasurer is hereby authorized to set aside in the Corporation's Treasury, as recommended by the Board of Directors in its aforesaid resolution, [N] shares of the common stock of this [COMPANY NAME] Corporation for sale to individuals entitled to exercise an option to purchase such shares under the Stock Option Plan. The undersigned, [N], certifies that I am the duly appointed Secretary of [COMPANY NAME] Corporation and that the above is a true and correct copy of a resolution duly adopted at a meeting of the shareholders thereof, convened and held in accordance with law and the Bylaws of said Corporation on [DATE], and that such resolution is now in full force and effect. IN WITNESS THEREOF, I have affixed my name as Secretary of [COMPANY NAME] Corporation.
Dated: [DATE]
____________________ Secretary