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1. Header: Corporate identification, including full legal name of the corporation and date of the resolution
2. Title: Clear identification as a Board Resolution regarding Employment Agreement
3. Recitals: Background information including the meeting details, quorum confirmation, and purpose of the resolution
4. WHEREAS Clauses: Series of statements establishing the context and necessity for the employment agreement
5. Resolution Declaration: Formal declaration that the resolution has been made
6. Authorization: Specific authorization for entering into the employment agreement with the named executive/employee
7. Terms Approval: Confirmation of the board's approval of the key terms and conditions of the employment agreement
8. Execution Authority: Designation of authorized signatory/signatories for the employment agreement
9. Further Actions: Authorization for officers to take necessary actions to implement the resolution
10. Certification: Statement certifying that the resolution was duly passed
11. Signature Block: Space for required signatures (typically Board Secretary or Chairman)
1. Stock Options/Equity Compensation: Additional authorization for equity-based compensation if included in the employment agreement
2. Benefits Authorization: Specific approval for non-standard benefits or compensation packages
3. Regulatory Compliance: Special provisions addressing specific regulatory requirements for certain industries
4. Related Party Provisions: Special provisions if the employee is a related party to any board members
5. Conditional Approvals: Any conditions that must be met before the employment agreement becomes effective
1. Schedule A - Employment Agreement: Copy or summary of the employment agreement being approved
2. Schedule B - Compensation Details: Detailed breakdown of the approved compensation package
3. Schedule C - Board Meeting Minutes: Extract of the relevant board meeting minutes
4. Appendix 1 - Voting Record: Record of how board members voted on the resolution, if applicable
5. Appendix 2 - Legal Opinion: Reference to or copy of any legal opinions received regarding the employment agreement, if applicable
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