BOARD RESOLUTION - APPROVAL OF EXECUTIVE COMPENSATION

[COMPANY NAME], a Delaware Corporation

[// GUIDANCE: Officer and director compensation is approved by the board pursuant to DGCL Section 141(h), which states that unless otherwise restricted by the Certificate or Bylaws, the board may fix the compensation of directors. Executive compensation decisions may implicate DGCL Section 144 (interested director transactions) if the officer being compensated is also a director. Under MBCA Section 8.11, director compensation requires board approval. For public companies, consider SEC disclosure requirements and IRC Section 162(m) deduction limitations.]

I. DOCUMENT HEADER

Document Type:
☐ Minutes of a Meeting of the Board of Directors
☐ Minutes of a Meeting of the Compensation Committee
☐ Unanimous Written Consent of the Board of Directors in Lieu of Meeting

Corporation: [COMPANY NAME], a Delaware corporation (the "Company")
Date: [DATE]
Effective Time: [TIME] [TIME ZONE]

II. RECITALS

WHEREAS, the Board of Directors (the "Board") of the Company [acting through its Compensation Committee (the "Committee")] is authorized under DGCL Section 141 and the Company's Bylaws to approve compensation for the officers and directors of the Company;

WHEREAS, pursuant to DGCL Section 141(h), the Board may fix the compensation of directors unless otherwise restricted by the Certificate of Incorporation or Bylaws;

WHEREAS, the [Board/Committee] has reviewed and considered:
(a) The Company's compensation philosophy and objectives;
(b) Peer company compensation data;
(c) Individual performance of the executives;
(d) Company financial performance;
(e) Recommendations of management and/or compensation consultants;
(f) The need to attract, retain, and motivate talented executives;

WHEREAS, the [Board/Committee] has determined that the compensation arrangements set forth herein are fair and reasonable and in the best interests of the Company and its stockholders;

[// GUIDANCE: If any director is receiving compensation being approved, include conflict of interest disclosure.]

WHEREAS, [certain directors have a personal interest in the compensation matters being approved, having disclosed such interest to the Board / no director has a personal interest in the compensation matters being approved, other than director compensation applicable to all directors];

NOW, THEREFORE, BE IT RESOLVED, that the [Board/Committee] hereby adopts the following resolutions:

III. COMPENSATION DETAILS

3.1 Type of Compensation Being Approved

☐ Annual base salary
☐ Annual cash bonus / incentive compensation
☐ Long-term incentive plan awards
☐ Equity compensation (stock options, RSUs, etc.)
☐ Director compensation (cash retainers, equity)
☐ Employment agreement terms
☐ Severance / change in control benefits
☐ Retirement / pension benefits
☐ Perquisites and benefits
☐ Sign-on bonus
☐ Other: [DESCRIBE]

3.2 Executives/Directors Covered

IV. EXECUTIVE OFFICER COMPENSATION

4.1 Base Salary

4.2 Annual Cash Bonus / Incentive Compensation

Target Bonus Opportunity:
| Executive | Target Bonus (% of Base) | Target Bonus ($) | Maximum Bonus |
|-----------|-------------------------|------------------|---------------|
| [NAME], CEO | [X]% | $[AMOUNT] | $[AMOUNT] |
| [NAME], CFO | [X]% | $[AMOUNT] | $[AMOUNT] |
| [NAME], [TITLE] | [X]% | $[AMOUNT] | $[AMOUNT] |

Performance Metrics:
| Metric | Weight | Threshold | Target | Maximum |
|--------|--------|-----------|--------|---------|
| [Revenue] | [X]% | $[AMOUNT] | $[AMOUNT] | $[AMOUNT] |
| [EBITDA] | [X]% | $[AMOUNT] | $[AMOUNT] | $[AMOUNT] |
| [Individual Goals] | [X]% | [DESCRIBE] | [DESCRIBE] | [DESCRIBE] |

Actual Bonus Approved (if awarding earned bonus):
| Executive | Bonus Period | Bonus Amount |
|-----------|-------------|--------------|
| [NAME] | FY [YEAR] | $[AMOUNT] |

4.3 Equity Compensation

Stock Option Grants:
| Executive | Number of Options | Exercise Price | Vesting Schedule | Expiration |
|-----------|-------------------|----------------|------------------|------------|
| [NAME] | [NUMBER] | $[PRICE] | [SCHEDULE] | [DATE] |

Restricted Stock Unit (RSU) Grants:
| Executive | Number of RSUs | Grant Date FMV | Vesting Schedule |
|-----------|----------------|----------------|------------------|
| [NAME] | [NUMBER] | $[PRICE] | [SCHEDULE] |

Performance Stock Unit (PSU) Grants:
| Executive | Target PSUs | Performance Period | Performance Metrics |
|-----------|-------------|-------------------|---------------------|
| [NAME] | [NUMBER] | [PERIOD] | [METRICS] |

4.4 Employment Agreement Terms

[// GUIDANCE: Summarize key employment agreement terms being approved.]

V. DIRECTOR COMPENSATION

5.1 Annual Cash Retainer

5.2 Meeting Fees

☐ No per-meeting fees (retainer only)
☐ Per board meeting: $[AMOUNT]
☐ Per committee meeting: $[AMOUNT]

5.3 Director Equity Compensation

5.4 Other Director Benefits

☐ D&O Insurance
☐ Indemnification Agreement
☐ Expense Reimbursement
☐ Other: [DESCRIBE]

VI. OPERATIVE RESOLUTIONS

6.1 Approval of Executive Base Salaries

RESOLVED, that the base salaries for the following executive officers are hereby approved, effective as of [DATE]:

6.2 Approval of Bonus/Incentive Compensation

RESOLVED FURTHER, that the [Board/Committee] hereby approves the following with respect to annual incentive compensation:

☐ Bonus Plan Design: The annual bonus plan for fiscal year [YEAR], with target bonus opportunities and performance metrics as set forth in Section IV.2 above, is hereby approved;

☐ Bonus Payout: Based on achievement of performance goals for fiscal year [YEAR], the following bonus payments to executive officers are hereby approved and shall be paid within [30] days:

6.3 Approval of Equity Awards

RESOLVED FURTHER, that the [Board/Committee] hereby approves the following equity awards under the Company's [YEAR] Equity Incentive Plan (the "Plan"):

Stock Options:
| Executive | Number of Options | Exercise Price | Vesting | Expiration |
|-----------|-------------------|----------------|---------|------------|
| [NAME] | [NUMBER] | $[PRICE] | 4-year, 25% cliff | 10 years |

Restricted Stock Units:
| Executive | Number of RSUs | Vesting |
|-----------|----------------|---------|
| [NAME] | [NUMBER] | 4-year, 25% annual |

RESOLVED FURTHER, that the exercise price for stock options shall be the fair market value on the grant date, determined in accordance with the Plan and IRC Section 409A;

6.4 Approval of Employment Agreements

RESOLVED FURTHER, that the [Board/Committee] hereby approves the Employment Agreement between the Company and [EXECUTIVE NAME], substantially in the form attached hereto as Exhibit A, and authorizes any Authorized Officer to execute such agreement on behalf of the Company;

6.5 Approval of Director Compensation

RESOLVED FURTHER, that the compensation for non-employee directors of the Company is hereby approved as set forth in Section V above, effective as of [DATE];

6.6 Section 162(m) Compliance (Public Companies)

[// GUIDANCE: Include for public companies. IRC Section 162(m) limits deductibility of compensation over $1 million to covered employees.]

RESOLVED FURTHER, that the [Board/Committee] acknowledges that certain compensation may not be deductible under IRC Section 162(m) and has determined that the compensation approved hereby is appropriate notwithstanding potential deductibility limitations;

6.7 Section 409A Compliance

RESOLVED FURTHER, that all compensation arrangements approved hereby are intended to comply with, or be exempt from, IRC Section 409A, and shall be interpreted and administered accordingly;

6.8 Conflict of Interest Compliance

[// GUIDANCE: Include if any director approving compensation has a personal interest.]

RESOLVED FURTHER, that with respect to compensation approved for [NAMES OF INTERESTED DIRECTORS], the [Board/Committee] has determined that such compensation is fair to the Company, having been approved by [disinterested directors / after full disclosure of the material facts];

6.9 Authorization of Officers

RESOLVED FURTHER, that the Chief Executive Officer, Chief Financial Officer, General Counsel, and Secretary (each, an "Authorized Officer"), acting singly, are hereby authorized to:
(a) Execute employment agreements, equity award agreements, and related documents;
(b) Prepare and distribute equity award agreements to recipients;
(c) File any required SEC reports (Forms 4, 8-K, proxy statement disclosure);
(d) Take any other actions necessary to implement the compensation arrangements approved hereby;

6.10 Ratification

RESOLVED FURTHER, that all actions heretofore taken by any director, officer, employee, or agent of the Company in connection with the matters contemplated by these resolutions are hereby ratified, confirmed, and approved in all respects.

VII. COMPENSATION PHILOSOPHY

[// GUIDANCE: Document the rationale supporting compensation decisions.]

The [Board/Committee] has considered the following factors in approving the compensation arrangements set forth herein:
1. The Company's philosophy of [competitive/market-rate/above-market] compensation
2. Peer company compensation data from [SOURCE]
3. The need to attract, retain, and motivate talented executives
4. Individual performance of each executive
5. Company financial and operational performance
6. Alignment of executive interests with stockholder interests through equity compensation
7. Recommendations of [compensation consultant/management]

VIII. COMPLIANCE CHECKLIST

☐ Compensation Committee charter reviewed (if committee action)
☐ Conflict of interest disclosures made
☐ Peer company data reviewed
☐ Performance goals established (for incentive comp)
☐ Employment agreements reviewed by counsel
☐ Equity plan share availability confirmed
☐ Section 409A compliance verified
☐ Section 162(m) implications considered (public companies)
☐ Clawback policy compliance confirmed
☐ SEC disclosure requirements identified (public companies)
☐ Corporate records updated

IX. GOVERNING LAW

This resolution shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

X. EXECUTION

Option A - Unanimous Written Consent

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors [Compensation Committee] of the Company, hereby consent to the adoption of the foregoing resolutions effective as of the date first written above, pursuant to DGCL Section 141(f).

Option B - Meeting Minutes Certification

I, [NAME], Secretary of [COMPANY NAME], hereby certify that the foregoing resolutions were duly adopted by the [Board of Directors / Compensation Committee] at a meeting duly called and held on [DATE], at which a quorum was present and acting throughout.

_________________________________
[NAME], Secretary
Date: ______________

EXHIBITS

Exhibit A - Employment Agreement(s)

[Attach]

Exhibit B - Form of Stock Option Agreement

[Attach]

Exhibit C - Form of RSU Agreement

[Attach]

Exhibit D - Peer Company Compensation Data

[Attach summary]

LEGAL REFERENCES

• DGCL Section 141(h) - Compensation of Directors
• DGCL Section 144 - Interested Directors; Quorum
• MBCA Section 8.11 - Compensation of Directors
• IRC Section 162(m) - Deduction Limitation for Executive Compensation
• IRC Section 409A - Nonqualified Deferred Compensation
• IRC Section 422 - Incentive Stock Options
• SEC Regulation S-K Item 402 - Executive Compensation Disclosure

This template is designed for Delaware corporations. Executive compensation involves complex legal, tax, and governance considerations. Consult qualified legal, tax, and compensation advisors before approval.