VarTech Systems Inc. Board Resolution Authorizing Stock Option Grants to Employees and Affiliates

Summary

The Board of Directors of VarTech Systems Inc. unanimously authorized the company's President, C. Wayne Prater, to grant stock purchase options to employees or affiliates as a reward for past performance or as an incentive for future work. The President has full discretion over the terms and recipients, including himself, but no individual may receive options for more than 200,000 shares in a single year without further board approval. This action was taken by unanimous written consent and is effective as of November 1, 1999.

EX-10.18 3 0003.txt BOARD OF DIRECTORS MINUTES ON AUTHORIZATION OF STOCK OPTIONS Action of the Meeting of Board of Directors of VarTech Systems Inc. Held on November 1, 1999 Pursuant to La. R.S. 12:81C(9), and in lieu of a meeting of Board of Directors for such purposes, the undersigned, being all of the Directors of this corporation, do hereby take and authorize by unanimous written consent the following action as hereinafter set forth: AUTHORIZATION OF STOCK OPTIONS: RESOLVED, that C. Wayne Prater, President of this corporation, be authorized to extend stock purchase options for the shares of this corporation to employees or affiliates of this corporation in recognition of work well done, or as an inducement to future good work, at his sole discretion, including to himself, on such terms and conditions as he deems appropriate, so long as no one employee shall receive options for in excess of 200,000 shares in any given year without further board approval. IN WITNESS WHEREOF, this action has been signed by each director of the corporation on the date indicated below, and this action shall be filed with or otherwise entered on the minutes or other appropriate records of this corporation. Date: November 1, 2000 /s/ C. Wayne Prater C. Wayne Prater, Director Date: November 1, 2000 /s/ Brent Hedges Brent Hedges, Director Date: November 1, 2000 /s/ J. Keith Henderson J. Keith Henderson, Director Date: November 1, 2000 /s/ Daniel S. Gould Daniel S. Gould, Director Date: November 1, 2000 /s/ Michele L. Prater Michele l. Prater, Director