Orrick's Emerging Companies Group Start-Up Forms Library: OHS East:160454226.2
Orrick's Emerging Companies Group Start-Up Forms Library: OHS East:160454226.2
Orrick's Emerging Companies Group Start-Up Forms Library: OHS East:160454226.2
OHS East:160454226.2
[COMPANY NAME]
[Address Line 1]
[Date]
After a general discussion, upon motion duly made and seconded, it was unanimously:
RESOLVED: That the Board of Directors authorizes and approves the adoption of the
[Stock Plan Name] (the “Plan”) in substantially the form attached hereto as Exhibit A,
and reserves for issuance pursuant to the Plan __________ shares of the Company’s
Common Stock.
RESOLVED FURTHER: That the officers of the Company are authorized and directed
to take any and all actions and execute any documents which they, in consultation with
legal counsel, may deem necessary or advisable to carry out the implementation of the
Plan, including without limitation, the execution and delivery of stock option agreements
and restricted stock purchase agreements in substantially the forms attached hereto as
Exhibits B and C, with such modifications or amendments thereto as may be approved by
the officer or officers executing and delivering the same.
RESOLVED FURTHER: That the officers of the Company, in consultation with legal
counsel, are authorized and directed to take any and all additional actions and file any
other documents necessary to carry out the intent and purposes of the foregoing
resolutions, including seeking stockholder approval of the Plan and qualifying or
exempting the issuance of securities under the Plan from the registration requirements of
the [Title of Securities Law Statute].
2. Omnibus Resolution
3. Future Meetings
The Board scheduled the next meeting for [Time and Date] at [Place].
4. Adjournment
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EXHIBIT A