Virginia Administrative Code › Title 14 - INSURANCE › Agency 5 - STATE CORPORATION COMMISSION, BUREAU OF INSURANCE › Chapter 250 - RULES, REGULATIONS AND FORMS RELATING TO RESTRICTIONS ON THE PURCHASE AND SALE OF EQUITY SECURITIES OF DOMESTIC STOCK INSURANCE COMPANIES › Section 14VAC5-250-130 - Exemption from subsection B of the Act of acquisitions of shares of stock and stock options under certain stock bonus, stock option or similar plans

Current through Register Vol. 40, No. 24, July 15, 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 an insurer issuing such stock
				  or stock option shall be exempt from the operation of subsection B of the Act
				  (Section 38.2-214 of the Code of Virginia) if the plan meets the following
				  conditions:
1. The plan has been
				approved, directly or indirectly, (i) 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 Commonwealth of Virginia, or (ii) 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
				Commission, 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 (a) the date the Act first applies to
				such insurer, or (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 30 days prior to the date of
				mailing. Four copies of such written information shall be filed with, or mailed
				for filing to, the Bureau of Insurance of the State Corporation Commission not
				later than the date on which it is first sent or given to security holders of
				the insurer. For the purposes of this subdivision, 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.
2. 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:
a. With respect to the participation of
				directors:
(1) 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;
(2) 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
(3) 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, option
				prices, market value of shares, outstanding shares or percentages thereof
				outstanding from time to time, or similar factors.