| UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF [COMPANY NAME] IN LIEU OF A MEETING |
The undersigned, being all of the members of the board of directors (the “Board”) of [COMPANY NAME], a [STATE] corporation (the “Corporation”), acting by written consent without a meeting pursuant to Section [applicable section of the state corporation law], does hereby consent to the adoption of the following resolutions:
Whereas, the Board has determined that it is advisable and in the best interests of the Corporation and its stockholders to provide for the issuance of equity incentive awards, such as options, restricted stock, restricted stock units and stock appreciation rights, in order to attract and retain qualified personnel and align employees’ interests with those of the Corporation’s stockholders; and
Whereas, the Board has determined that it is advisable and in the best interests of the Corporation to adopt the [COMPANY NAME] [PLAN YEAR] Equity Incentive Plan (the “Plan”), attached hereto as Exhibit A.
NOW, THEREFORE, BE IT RESOLVED:
Approval of Equity Incentive Plan
Resolved, that after taking into account the factors that the Board has determined to be appropriate, the Plan, substantially in the form attached as Exhibit A hereto, is hereby approved and adopted, with such minor modifications, amendments or changes therein as the Board may approve;