A Board Resolution Approving Grant Of Stock Options is required whenever a company wishes to issue stock options to employees, directors, or other eligible individuals. This document, governed by English and Welsh law, serves as official evidence of the board's approval and details the specific terms of the option grants. It must align with the Companies Act 2006, the company's articles of association, and any existing share option schemes. The resolution typically includes information about the number of options granted, exercise price, vesting schedule, and any performance conditions. It's particularly important for maintaining proper corporate governance and creating a clear audit trail for future reference.
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1. Meeting Details: Date, time, location, and attendance information for the board meeting
2. Quorum Confirmation: Statement confirming that the required quorum was present for valid decision-making
3. Resolution Context: Background information and reasons for granting the stock options
4. Option Terms: Key terms of the options including number of shares, exercise price, and vesting schedule
5. Authority: Confirmation of the board's authority to grant options under company articles and applicable law
6. Formal Resolution: The actual resolution text being approved by the board
7. Execution: Signature block for chairman/company secretary to execute the resolution
1. Compliance Confirmation: Confirmation of compliance with listing rules and securities regulations - required for listed companies
2. Tax Treatment: Specific provisions regarding tax treatment of options, particularly relevant for EMI or other tax-advantaged schemes
3. Performance Conditions: Details of any performance conditions attached to the vesting or exercise of options
1. List of Option Recipients: Schedule detailing names of option recipients and their individual option allocations
2. Option Terms Summary: Detailed terms and conditions of the option grants including exercise periods and conditions
3. Share Option Plan Rules: Copy or reference to the governing share option plan rules under which options are being granted
4. Valuation Evidence: Documentation supporting the share valuation used for setting the option exercise price
Relevant legal definitions
Company
Board
Option
Option Holder
Exercise Price
Grant Date
Vesting Date
Vesting Schedule
Share Option Plan
Exercise Period
Expiry Date
Eligible Person
Articles of Association
Share Capital
Ordinary Shares
Market Value
Performance Conditions
Good Leaver
Bad Leaver
Change of Control
Tax Liability
Share Option Agreement
Option Certificate
Subsidiary
Group
Listing Rules
Insider Trading
Dealing Code
Board Meeting
Directors' Written Resolution
Board
Option
Option Holder
Exercise Price
Grant Date
Vesting Date
Vesting Schedule
Share Option Plan
Exercise Period
Expiry Date
Eligible Person
Articles of Association
Share Capital
Ordinary Shares
Market Value
Performance Conditions
Good Leaver
Bad Leaver
Change of Control
Tax Liability
Share Option Agreement
Option Certificate
Subsidiary
Group
Listing Rules
Insider Trading
Dealing Code
Board Meeting
Directors' Written Resolution
Clauses
Meeting Details
Quorum and Notice
Purpose of Meeting
Grant of Options
Option Terms
Exercise Price
Vesting Conditions
Performance Conditions
Exercise Period
Share Capital Authority
Plan Compliance
Regulatory Compliance
Tax Treatment
Documentation Authority
Administrative Actions
Director Interests
Certification
Filing Requirements
Record Keeping
Implementation Authority
Quorum and Notice
Purpose of Meeting
Grant of Options
Option Terms
Exercise Price
Vesting Conditions
Performance Conditions
Exercise Period
Share Capital Authority
Plan Compliance
Regulatory Compliance
Tax Treatment
Documentation Authority
Administrative Actions
Director Interests
Certification
Filing Requirements
Record Keeping
Implementation Authority
Relevant Industries
Relevant Teams
Relevant Roles
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