Board consent template
The short answer
- Written for approving a batch of option grants
- Names the 409A the price relies on
- Counterparts and electronic signature allowed
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See it before you download it
What you get
- Guidancewhat makes a consent valid and what makes it worthless
- Resolutionsapproving the grants, confirming the price, authorising the officers
- Grant tableoptionee, shares, exercise price, ISO or NSO, vesting
- Signature linesevery director, in counterparts if needed
What makes it valid
Dated on or before the grant date
Every director signs
Each grant listed in full
Filed with the grants
Questions
Can the board approve option grants by email?+
An email thread is not a written consent. Directors need to sign a document that states the resolutions; the signing can be electronic and in counterparts.
Do we need a consent for every grant?+
Every grant needs approval, but one consent can cover a batch. Most companies approve grants monthly or quarterly against a current 409A.
What if we approved grants late?+
The grant date is the approval date, so the grants take the fair market value on that date. If a new 409A has landed since the offer, the exercise price is the new one.
Is this legal advice?+
No. It is a starting document modeled on standard forms. Have your counsel approve the version you use.
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