2023 New York Laws › ISC - Insurance › Article 12 - Organization and Corporate Procedure › 1207 - Options for the Purchase of Shares.

§  1207.  Options  for the purchase of shares. (a) Notwithstanding any
provision of the business corporation law, but subject to any  provision
in  respect  thereto  set  forth in its certificate of incorporation, or
other certificate filed pursuant to  law,  a  domestic  stock  insurance
company, other than as described in subsection (d) of this section, may,
with  the  consent of a majority of its shares entitled to vote thereon,
provide and carry out a plan to issue options solely to its officers  or
employees  for the purchase of any of its authorized but unissued shares
for such consideration,  value  or  benefit  and  upon  such  terms  and
conditions  as  may  be  fixed by the board of directors. In addition, a
domestic stock life insurance company may provide and carry out  a  plan
to issue such options only upon the recommendation by a committee of its
board  of  directors  pursuant to subsection (b) of section one thousand
two hundred two of this article and approved by its board of  directors.
Any such plan must provide that:
(1)    the   company's   right   or   power   to   make   adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell,  or
transfer  all  or  any  part  of  its  business  or  assets shall not be
affected;
(2) the number of shares on which options may  be  granted,  excluding
shares involved in the unexercised portions of any cancelled, terminated
or  expired options, shall not exceed, in the aggregate, five percent of
the company's authorized shares;
(3) the number of shares for which option rights may be granted to any
individual under all options issued to him shall not exceed ten  percent
of the total number of shares authorized to be optioned;
(4)  the option price of the shares shall not be less than eighty-five
percent of the fair market value of such shares at the time  the  option
is granted and shall not be less than their par value;
(5) the option shall not be transferable except by will or the laws of
descent and distribution; and
(6)  the option shall not be exercisable after ten years from the date
the option is granted.
(b) In the absence of fraud in the transaction, the  judgment  of  the
board of directors shall be conclusive as to the consideration, value or
benefit,  tangible  or  intangible,  received  or  to be received by the
company for the issuance of options  to  purchase  its  shares  and  the
adequacy and sufficiency thereof. The required shareholders' consent may
be given by vote at a shareholders' meeting held on notice prescribed by
section  six  hundred  five of the business corporation law, stating its
object, or in writing signed by  all  shareholders  having  such  voting
rights.
(c)  Any  company, other than a company described in subsection (d) of
this section, proposing any plan to issue options to purchase its shares
under  this  section  shall,  not  less  than  thirty  days  before  the
shareholders'  meeting  at which the plan is to be voted upon, submit to
the superintendent a copy of the plan for his approval.   Upon  approval
of  the  plan  by  the  shareholders,  a  certificate  evidencing  their
approval, subscribed by the secretary and affirmed by him as true  under
the  penalties  of perjury, and under the company's seal, shall be filed
in the office of the superintendent. The plan shall be approved  by  the
superintendent  if  he  is  satisfied  it  is  fair and equitable to the
company's policyholders and not  inconsistent  with  law,  and  that  no
reasonable objection exists thereto.  If the superintendent shall refuse
to  approve  such  plan,  notification  of  such  refusal, assigning the
reasons therefor, shall, within ten days from the date  of  filing  such
certificate,  be given in writing by such superintendent to the company.

No such plan shall take effect  until  the  superintendent  approves  as
herein provided.
(d)  A  domestic stock life insurance company which is not directly or
indirectly a subsidiary of a domestic  mutual  life  insurance  company,
upon  approval of the plan by the shareholders, shall file in the office
of  the  superintendent  a  certificate   evidencing   their   approval,
subscribed  by  the  secretary  and  affirmed  by  him as true under the
penalties of perjury, and under the company's seal.