Board Approval of Stock Options

[Company Name]

Board of Directors Resolutions

Date [Date]

Grant of Stock Options

WHEREAS, the Board of Directors (the “Board”) of [Company Name], a (the “Company”) has determined that it is in the best interest of the Company to grant stock options (the “Options”) to those persons whose names are set forth on Exhibit A (the “Optionees”), pursuant to the Company’s [Equity Incentive Plan Year] Equity Incentive Plan, as amended (the “Plan”). 

WHEREAS, the Board has considered all relevant factors related to the fair market value of the Company’s Common Stock, par value [Stock Par Value] per share, (“Common Stock”) including but not limited to, the Company’s current financial condition, anticipated expenses, valuations of comparable companies, financing prospects, current and potential strategic relationships, competitive developments and related matters[,the aggregate liquidation preference of the Company’s preferred stock to be issued pursuant to the Company’s Certificate of Incorporation

Alt #1 WHEREAS, That the Board has reviewed the written valuation report dated [Valuation Report Date] and has determined that [Common Stock Price Per Share] per share (the per share value reflected in the written valuation report) is the current fair market value of the Company’s Common Stock, which determination has been made in good faith, based on all of the relevant facts and circumstances as of the date hereof.

Alt # 2 WHEREAS, the Board has determined that the fair market value of the Company’s Common Stock as of the date hereof is [Common Stock Price Per Share] per share.

NOW, THEREFORE, BE IT RESOLVED, that each Optionee shall be granted an Option to purchase the number of shares of Common Stock set forth opposite such Optionee’s name pursuant to the Plan, subject to compliance with applicable securities laws.

RESOLVED FURTHER, that the exercise price of each Option shall be [Common Stock Price Per Share] per share, which the Board has determined to be equal to the fair market value of a share of Common Stock as of the date of these resolutions. 

RESOLVED FURTHER: That, unless otherwise set forth on Exhibit A, each of the Options shall have a ten-year term and be exercisable at the rate of 25% of the shares on the 12-month anniversary of the Vesting Commencement Date, which shall be the date of this meeting (unless otherwise set forth on Exhibit A), and 1/48th of the shares shall vest and become exercisable on the same day of each month thereafter for so long as the recipient of the Option remains an employee of or consultant to the Company.

RESOLVED FURTHER: That each of the Options, unless otherwise indicated on Exhibit A or unless and to the extent limited by applicable law, shall be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.

RESOLVED FURTHER: That the grant of each Option shall be subject to compliance with applicable securities laws. 

General Authority and Ratification

RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to prepare or cause to be prepared and to execute, deliver, verify, acknowledge, file or record any documents, instruments, certificates, statements, papers, or any amendments thereto, as may be deemed necessary or advisable in order to effectuate the transactions contemplated by the agreements approved herein, and to take such further steps and do any and all such further acts or things as shall be necessary or desirable to carry out the transactions contemplated by the foregoing resolutions. 

RESOLVED FURTHER, that the authority and power given hereunder be deemed retroactive and any and all acts authorized hereunder performed prior to the passage of these resolutions, be, and they hereby are, ratified, confirmed and approved in all respects. 

EXHIBIT A: Option Grants