Board of Approval for Equity Incentive Plan

THE BOARD OF DIRECTORS OF
[Company Name]
[Date]

1.            Approval of [Current Year] Equity Incentive Plan

RESOLVED:  That the Board of Directors authorizes and approves the adoption of the [Current Year] Equity Incentive Plan (the “Plan”) in substantially the form attached hereto as Exhibit A, and reserves for issuance pursuant to the Plan [# Shares To Be Reserved] shares of the Company’s Common Stock.

Resolved Further, that the Board hereby approves of the forms of stock option agreements and restricted stock purchase agreements in the form attached hereto as Exhibit B and Exhibit C, to be used to evidence options which may be granted from time to time pursuant to the Plan, with such changes as shall be consistent with the terms of the Plan which the Administrator shall determine to be necessary or desirable;

Resolved Further, that the officers of the Company be, and they hereby are, authorized and directed to submit the Plan to the stockholders of the Company for their approval or disapproval within twelve months of this date;

Resolved Further, that the shares of the Company’s Common Stock issued and sold by the Company pursuant to the Plan, upon receipt by the Company of the purchase price therefor, shall be duly and validly issued, fully paid and nonassessable shares and that the consideration received therefor shall be credited to appropriate capital accounts of the Company;

Resolved Further, 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; and

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.  

2. Omnibus Resolution

Upon motion duly made and seconded it was unanimously:  

Resolved, That each of the officers of the Company is authorized and empowered to take such other actions and sign such other documents as may be necessary or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions.

3. Adjournment

There being no further business, the meeting was adjourned.

EXHIBIT A

[CURRENT YEAR] EQUITY INCENTIVE PLAN

EXHIBIT B

FORM OF OPTION AGREEMENT

EXHIBIT C

FORM OF RESTRICTED STOCK AGREEMENT