Indiana Administrative Code › Title 760 - DEPARTMENT OF INSURANCE › Article 1 - GENERAL PROVISIONS › Rule 12 - Domestic Stock Insurance Companies-Insider Trading of Equity Securities › Section 12-14 - Exemption from IC 27-2-10-2 of acquisitions under stock bonus or stock option plans

Current through July 10, 2024
Authority: IC 27-1-3-7
Affected: IC 27-2-10
Sec. 14.
Exemption from Section 2
[IC 27-2-10-2]
of
				  Acquisitions of Shares of Stock and Stock Options under Certain Stock Bonus,
				  Stock Option or Similar Plans. 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 an insurer issuing
				  such stock or stock option shall be exempt from the operation of Section 2
[IC 27-2-10-2]
of the Act 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 insurer present, or represented, and
				entitled to vote at a meeting duly held in accordance with the applicable laws
				of the State of Indiana, or (2) by the written consent of the holders of a
				majority of the securities of such insurer entitled to vote: provided, however,
				that if such vote or written consent was not solicited substantially in
				accordance with the proxy rules and regulations prescribed by the National
				Association of Insurance Commissioners, if any, in effect at the time of such
				vote or written consent, the insurer 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 any such rules and
				regulations so prescribed and in effect 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 (i) the date
				the Act first applies to such insurer, or (ii) 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 30 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 insurer. For the purposes of this paragraph, the term "insurer" includes a
				predecessor corporation if the plan or obligations to participate thereunder
				were assumed by the insurer in connection with the succession.
(b) If the selection of any director or
				officer of the insurer 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-
(A) by the board of directors of
				the insurer, a majority of which board and a majority of the directors acting
				in the matter are disinterested persons;
(B) by, or only in accordance with the
				recommendations 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
(C) otherwise in
				accordance with the plan, if the plan (i) 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 (ii) sets forth, by formula or otherwise, effective and
				determinable limitations with respect to the foregoing based upon earnings of
				the insurer, dividends paid, compensation received by participants, options
				prices, market value of shares, outstanding shares or percentages thereof
				outstanding from time to time, or similar factors.