Resolutions of the board of directors approving non-employee director compensation. These resolutions address different actions that the board may choose to take regarding director compensation, including adopting a non-employee director compensation plan, amending an existing equity incentive plan to impose director compensation award limits and seeking shareholder approval of director compensation. 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.