409A Valuation and Option Grant Approval Template
Template — not legal advice. Check your equity incentive plan, charter, and investor rights agreement, and confirm the exercise price approach with counsel and your valuation provider. Prepared Board does not perform or review 409A valuations.
Option grants are a classic written-consent item: the plan authority already exists, the schedule is mechanical, and directors rarely need debate. Pull the grant to a meeting if anyone objects or a director is conflicted.
Fill this in
| Field | Entry |
|---|---|
| Company | |
| Plan name / shares remaining in pool | |
| 409A report — provider and effective date | |
| Fair market value per share in the report | |
| Exercise price used for these grants | |
| Grant date (the date the consent becomes effective) | |
| Procedure: written consent or meeting vote | |
| Unanimity required for written consent? (check your bylaws) | |
| Directors receiving grants (recuse) | |
| Grant schedule attached (Schedule A) — Y/N |
Written consent (fill brackets)
Action by written consent of the Board of Directors of [COMPANY]
RESOLVED, that the Board has reviewed the valuation report of [PROVIDER] dated [DATE] (the "409A Report"), which determined the fair market value of the Common Stock to be $[FMV] per share as of [VALUATION DATE], and is not aware of any material change since that date.
RESOLVED FURTHER, that the options set forth on Schedule A are granted under the [PLAN NAME], each with an exercise price of $[PRICE] per share, the vesting set forth on Schedule A, and otherwise on the standard form of option agreement.
RESOLVED FURTHER, that the officers are authorized to deliver the option agreements and update the capitalization records, and to attach the signed consent and Schedule A to the corporate record.
| Director name | Signature | Date | Consent / withhold |
|---|---|---|---|
Checklist
- 409A report attached and its effective date is current for your purposes.
- Schedule A lists grantee, shares, exercise price, vesting start, and vesting schedule.
- Pool has enough shares remaining (cap table exhibit attached).
- Written consent circulated to every director entitled to sign; signatures tracked.
- A director receiving a grant is noted and, if your policy requires, recused.
- Signed consent attached as evidence; the decision closes with that evidence.
See it in Prepared Board
On Acme Robotics, Inc., "Approve inter-meeting option grant refresh (written consent)" (ACME-2025-33) is circulating by unanimous written consent with signatures pending, and "Approve Q3 Option Grants" (ACME-2025-13) shows the older pattern — adopted at a meeting. Sign in as a sample board (see /sample-decision) (password on /facts) or open /pack/demo-pack-acme-q4. With the Venture-backed portfolio company preset applied, Board Go shows this board's option grants as circulating by written consent; on Northlight Robotics it flags "Refresh the employee option pool by 1.5%" as an option grant still set to a meeting vote.
Related: Written consent resolution · Venture-backed board governance.
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