Connecticut Administrative Code › Title 38a - Insurance Department › 124 - Insider Trading of Domestic Stock Insurance Company Equity Securities › Section 38a-124-5 - Exemption from section 38a-119 of acquisitions of shares of stock and stock options under certain stock bonus, stock option and similar plans

Current through July 10, 2024
Any acquisition of shares of stock (other than stock acquired
				upon the exercise of an option, warrant or right), pursuant to a stock bonus,
				profit sharing, retirement, incentive, thrift, savings or similar plan, or any
				acquisition of a qualified or a restricted stock option pursuant to a qualified
				or a restricted stock option plan, or a stock option pursuant to an employee
				stock purchase plan, by a director or officer of the issuer of such stock or
				stock option shall be exempt from the operation of section
				38a-119
				of the 1965 supplement to the general statutes if the plan meets the following
				conditions:
(a) The plan has been
			 approved, directly or indirectly, (1) by the affirmative votes of the holders
			 of a majority of the securities of such issuer present, or represented, and
			 entitled to vote at a meeting duly held in accordance with the applicable laws
			 of this state, or (2) by the written consent of the holders of a majority of
			 the securities of such issuer entitled to vote; provided, if such vote or
			 written consent was not solicited substantially in accordance with the rules
			 and regulations, if any, in effect under section
			 38a-147
			 of the 1965 supplement to the general statutes at the time of such vote or
			 written consent, the issuer shall furnish in writing to the holders of record
			 of the securities entitled to vote for the plan substantially the same
			 information concerning the plan which would be required by the rules and
			 regulations in effect under said section
			 38a-147
			 at the time such information is furnished, if proxies to be voted with respect
			 to the approval or disapproval of the plan were then being solicited, on or
			 prior to the date of the first annual meeting of security holders held
			 subsequent to the later of (a) the date the act first applies to such issuer of
			 (b) the acquisition of an equity security for which exemption is claimed. Such
			 written information may be furnished by mail to the last-known address of the
			 security holders of record within thirty days prior to the date of mailing.
			 Four copies of such written information shall be filed with, or mailed for
			 filing to, the commissioner not later than the date on which it is first sent
			 or given to security holders of the issuer. For the purposes of this
			 subdivision, the term "issuer" includes a predecessor corporation if the plan
			 or obligations to participate thereunder were assumed by the issuer in
			 connection with the succession.
(b)
			 If the selection of any director or officer of the issuer to whom stock may be
			 allocated or to whom qualified, restricted or employee stock purchase plan
			 stock options may be granted pursuant to the plan, or the determination of the
			 number or maximum number of shares of stock which may be allocated to any such
			 director or officer or which may be covered by qualified, restricted or
			 employee stock purchase plan stock options granted to any such director or
			 officer, is subject to the discretion of any person, then such discretion shall
			 be exercised only as follows:
(1) With respect
			 to the participation of directors:
(i) By the
			 board of directors of the issuer, a majority of which board and a majority of
			 the directors acting in the matter are disinterested persons;
(ii) by, or only in accordance with the
			 recommendation of, a committee of three or more persons having full authority
			 to act in the matter, all of the members of which committee are disinterested
			 persons; or
(iii) otherwise in
			 accordance with the plan, if the plan (a) specifies the number or maximum
			 number of shares of stock which directors may acquire or which may be subject
			 to qualified, restricted or employee stock purchase plan stock options granted
			 to directors and the terms upon which, and the times at which, or the periods
			 within which, such stock may be acquired or such options may be acquired and
			 exercised; or (b) sets forth, by formula or otherwise, effective and
			 determinable limitations with respect to the foregoing based upon earnings of
			 the company, dividends paid, compensation received by participants, option
			 prices, market value of shares, outstanding shares or percentages thereof
			 outstanding from time to time, or similar factors.