HR Shareholders Resolution

HR SHAREHOLDERS RESOLUTION

Corporate Information and Meeting

Company Name:

Resolution Number:    Meeting Date:

Meeting Location:

Recitals

WHEREAS, the undersigned shareholders of the Company, representing the shares set forth below, have met or otherwise taken action in accordance with the Company's bylaws and applicable law to consider and act upon the matters set forth in this resolution; and

WHEREAS, the shareholders have reviewed the proposed terms of employment for the candidate identified below and have determined that it is in the best interests of the Company to authorize and approve such employment terms, including compensation, equity grants, and related arrangements as provided herein.

Shareholder Information and Vote

Abstentions:

Candidate Employment Details

Reporting Manager:    Proposed Start Date:

Base Salary: $ per

Employment History (Most Recent Two Employers)

Education

Graduation Date:

Professional References (Three)

Legal Disclosures and Authorizations

At-Will Employment: The Company and the candidate understand and agree that, unless a separate written employment agreement states otherwise and is signed by an authorized corporate officer, employment is at-will and either party may terminate the employment relationship at any time, with or without cause or notice.

Equal Opportunity: The Company is an equal opportunity employer and does not unlawfully discriminate on the basis of race, color, religion, sex, national origin, age, disability, veteran status, or any other protected characteristic under applicable law.

  I authorize the Company and its agents to contact my previous employers, references, educational institutions, and to obtain consumer and/or investigative background checks as permitted by law.

  I consent to any pre-employment drug screening or medical examinations required by the Company as a condition of employment, subject to applicable law.

Shareholder Resolution — Resolved Clauses

RESOLVED, that the shareholders hereby approve the employment of the candidate named above according to the terms set forth in this resolution and authorize the appropriate corporate officers to execute and deliver an employment agreement, offer letter, or other documents necessary to effectuate the employment.

RESOLVED FURTHER, that the shareholders authorize the grant of equity, stock options, or other long-term incentive awards on the terms described above or on such terms as the compensation committee or authorized officer deems appropriate, and that such awards shall be subject to the Company's equity plan and applicable award agreements.

RESOLVED FURTHER, that the Company's officers are authorized to implement any compensation, benefits, relocation, severance, or indemnification provisions as approved above and to take all actions necessary to effectuate those provisions, including entering into ancillary agreements and executing related documents.

RESOLVED FURTHER, that all acts taken by the officers or agents of the Company in connection with the matters described in these resolutions are hereby ratified, confirmed and approved in all respects.

Applicant Certification

I certify that all information provided herein is true, complete, and accurate to the best of my knowledge. I understand that false statements or material omissions may disqualify me from employment or lead to termination if employed. I further authorize the Company to verify any information provided in this document.

Applicant Acknowledgement:   I acknowledge and certify the above statements.

Certification by Shareholders

The undersigned certify that the foregoing is a true and correct statement of the action taken by the shareholders of the Company on the date set forth below, and that the action taken is duly adopted and in accordance with corporate governance requirements.

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