Resolutions of the compensation committee of the board of directors establishing the performance goals for compensation in compliance with the qualified performance-based compensation exception under Section 162(m) of the Internal Revenue Code. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips. These Standard Clauses reflect the changes made to Section 162(m) by the Tax Cuts and Jobs Act.