Resolution Stock Option Plan by vqd13106


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This document should be used by the shareholders of a
corporation when approving a stock option plan.

The following text of this document should be reviewed and
edited to fit your purposes.

[Find, then fill-in, or delete text in brackets like this: “[NNN]”

If there are dates in this document, they will automatically change to today’s date.

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Otherwise the following text should be reviewed and edited as needed:
                        SHAREHOLDERS' RESOLUTION

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]

Dated: [DATE]


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