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409A VALUATION ADOPTION:
After a motion made by Mr. Lifferth and seconded by Mr. Ahlstrom, the Board unanimously voted to approve and adopt the following resolutions:
RESOLVED, that after considering all relevant facts and circumstances that the Board considers to be material to determination of the fair market value of the Company’s Common Stock, including those set forth in the minutes, the Board hereby determines in good faith that the fair market value of the Company’s Common Stock is the Valuation Price as reflected in the 409A Report, and that there have been no changes or events that would materially affect such fair market value since the date indicated in such 409A Report.After a motion made by Mr. Lifferth and seconded by Mr. Passey, the Board unanimously voted to approve and adopt the following resolutions:
OPTION GRANT APPROVAL:
RESOLVED, that each party set forth below (each, a "Recipient") is hereby granted the type and number of shares of the equity award or issuance set forth below next to such Recipient's name (each such grant, issuance or award, an "Equity Grant"):
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RESOLVED, that the CEO and President of the Company, and any officers authorized by them, are hereby authorized to execute notices of option grants or other applicable agreements with each Recipient to document the terms of each Equity Grant approved by the Board hereby, in forms that such executing officer of the Company deems appropriate or necessary to give effect to the terms of each Equity Grant as approved hereby (each such agreement or notice, an "Equity Agreement"), and each such officer is hereby authorized to make any changes to such Equity Agreements as they deem necessary to effectuate the purposes of these resolutions provided such changes will not have a material adverse financial, legal, tax or accounting consequence to the Company or any of its affiliates; and further
RESOLVED, that the current fair market value of the shares/units to be issued pursuant to any Equity Grant or issuable upon exercise of any Equity Grant is no greater than the Valuation Price adopted by the Board pursuant hereto, and that the price per share/unit to be paid for any Equity Grant (or upon exercise thereof) shall not be less than the Valuation Price (and shall specifically be greater than the Valuation Price if so required to maintain Incentive Stock Option status); and further
RESOLVED, that, unless otherwise specified on the Equity Grant Schedule, each of the Equity Grants shall be subject to the following "standard" vesting schedule: 1/4 of the Equity Grant shares shall vest on the 12-month anniversary of an applicable Vesting Start Date determined by the Company's CEO, and 1/48th of the Equity Grant shares shall vest on each monthly anniversary thereafter for so long as the applicable Recipient remains as a service provider to the Company (additional terms to be set forth in the applicable Equity Agreement); and further
RESOLVED, that the grant of each Equity Grant shall be subject to compliance with all applicable laws, rules and regulations; and further
RESOLVED, that each Equity Grant shall be subject to, and issued pursuant to, the Company's Equity Incentive Plan; and further
RESOLVED, that each Equity Grant shall have a 10-year term (unless required to be shorter to maintain Incentive Stock Option status), shall be exercisable as set forth in the applicable Equity Agreement, and shall be an Incentive Stock Option to the greatest extent permissible under section 422 of the Internal Revenue Code, as amended, unless otherwise limited or prohibited by applicable law; and further
RESOLVED, that any equity issuable upon exercise of an Equity Grant, when issued in accordance with the terms of the applicable Equity Agreement, shall be validly issued, fully paid and nonassessable; and further
RESOLVED, that the officers of the Company are authorized to take all actions and execute all documents necessary to carry out the purposes and intent of the foregoing resolutions, including without limitation any actions or documents necessary to qualify or exempt the securities issued hereby under any applicable federal or state securities laws, the taking of such actions by any such officer to be conclusive evidence of the approval of the Board thereof and all matters relating thereto.
OMNIBUS RESOLUTIONS
RESOLVED, that any of the appropriate officers of the Company be, and each of them hereby is, authorized (i) to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings, (ii) to pay or cause to be paid on behalf of the Company any related costs and expenses and (iii) to take such other actions, in the name and on behalf of the Company, as each such officer, in his discretion, shall deem necessary or advisable to complete and effect the foregoing transactions or to carry out the intent and purposes of the foregoing resolutions and the transactions contemplated thereby, the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings, the payment of any such costs or expenses and the performance of any such other acts to be conclusive evidence of the approval of the Board thereof and all matters relating thereto; and further
RESOLVED, that the officers of the Company are authorized and directed to execute and deliver all documents and take whatever actions are deemed necessary or advisable to comply with all applicable state and federal securities laws; and further
RESOLVED, that all actions heretofore taken in good faith by the officers, directors and legal counsel of the Company with respect to the foregoing transactions and all other matters contemplated by the foregoing resolutions are hereby approved, adopted, ratified and confirmed, and shall be conclusively deemed to be such corporate act and deed for all purposes.
The Board then discussed at length, with each director participating and commenting, various matters relating to the Company financials, business, market and sales strategy, including the following:
--Company financial metrics, including burn rate, cash runway, and financial statements;
--Company sales metrics, growth rates, and revenue;
--Company key performance metrics and indicators;
--Company strategic advantages compared to competitors;
--Company findings regarding marketing and sales strategies and respective conversion rates and effectiveness;
--Leveraging trusted relationships;
--Market Multiples; and
--International Expansion opportunities