Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 5 - Insider Trading of Domestic Stock Insurance Company Equity Securities (230-RICR-20-45-5) › Section 230-RICR-20-45-5.14 - Exemption from R.I. Gen. Laws Section 27-1-30 of Acquisitions of Shares of Stock and Stock Options under Certain Stock Bonus, Stock Option or Similar Plans.

Current through June 14, 2024
A. 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 R.I. Gen. Laws §
										27-1-30 if the plan meets the
				  following conditions:
1. The plan has been
				  approved, directly or indirectly, 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 by the written consent of the holders of a majority of the securities
				  of such issuer entitled to vote: provided, however, that if such vote or
				  written consent was not solicited substantially in accordance with the proxy
				  rules and regulations, if any, in effect 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 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 the date the act first applies to such issuer, or
				  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 (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 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.
2.
				  If the selection of any director or officer of the issuer to who 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:
a. With respect
				  to the participation of directors:
(1) 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;
(2) by, or only in accordance with the
				  recommendations of, a committee of three (3) or more persons having full
				  authority to act in the matter, all of the members of which committee are
				  disinterested persons; or
(3)
				  otherwise in accordance with the plan, if the plan 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 purchases 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 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.
b. With respect to the participation of
				  officers who are not directors:
(1) by the
				  board of directors of the issuer, a committee of three (3) or more directors;
				  or
(2) by, or only in accordance
				  with the recommendations of, a committee of three (3) or more persons having
				  full authority to act in the matter, all of the members of which committee are
				  disinterested persons. For the purpose of this subdivision, a director or
				  committee member shall be deemed to be a disinterested person only if such
				  person is not at the time such discretion is exercised eligible and has not at
				  any time within one year prior thereto been eligible for selection as a person
				  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 any
				  other plan of the issuer or any of its affiliates entitling the participants
				  therein to acquire stock or qualified, restricted or employee stock purchase
				  plan stock options of the company or any of its affiliates.
c. The provisions of this
				  subdivision shall not apply with respect to any option granted, or other equity
				  security acquired, prior to the date that R.I. Gen. Laws §§
												27-1-29,
				  27-1-30 and
				  27-1-31 first become applicable
				  with respect to any class of equity securities of any issuer.
3. As to each participant or as to
				  all participants the plan effectively limits the aggregate dollar amount or the
				  aggregate number of shares of stock which may be allocated, or which may be
				  subject to qualified, restricted, or employee stock purchase plan stock options
				  granted, pursuant to the plan. The limitations may be established on an annual
				  basis, or for the duration of the plan, whether or not the plan has a fixed
				  termination date; and may be determined either by fixed or maximum dollar
				  amounts or fixed or maximum numbers of shares or by formulas based upon
				  earnings of the issuer, 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 which will result in
				  an effective and determinable limitation. Such limitations may be subject to
				  any provisions for adjustment of the plan or of stock allocable or options
				  outstanding thereunder to prevent dilution or enlargement of rights.
4. All terms used in §
											5.15   of this Part
				  shall have the same meaning as in the act. In addition, for the purpose of
				  §
											5.15   of this Part, the following definition applies:
a. "Plan" includes any plan, whether or not
				  set forth in any formal written document or documents and whether or not
				  approved in its entirety at one time.