Purpose and legal effect of a directors' resolution and certificate for ESOP

A directors' resolution and certificate for an employee share option plan records board approval for granting options to an eligible participant under an existing employee share option plan. It documents the directors' decisions relating to the grant of options and the issue of shares upon exercise of those options.

The template covers approval of eligible participants, option grants, issue terms, directors' certifications, share issue approvals, and related corporate actions required under the employee share option plan. It also includes drafting guidance to help companies tailor the resolution to individual option grants.

Companies can customize this template to formally document the approval of employee share option grants while maintaining accurate corporate governance records.

Disclaimer

This template provides the basic format for a directors’ resolution and certificate granting an employee shares under an employee share option plan.

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