362.067. Stock option plan for officers and employees — increase in shares — consideration.

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362.067. Stock option plan for officers and employees — increase in shares — consideration. — 1. Every bank or trust company incorporated under the laws of this state may, pursuant to this section, grant options to purchase, and issue and sell, shares of its capital stock to its employees or officers or a trustee in their behalf without first offering the shares to its shareholders and for a consideration which shall be not less than the higher of par value or ninety-five percent of the fair market value of the shares at the time the option is granted and upon the terms and conditions of a stock option plan approved by its board of directors and the holders of a majority of its shares entitled to vote at a meeting where the approval is sought.

2. In order to have shares of its capital stock available for issuance and sale pursuant to stock option plans approved hereunder, every bank and trust company may from time to time amend its articles of agreement to provide for authorized but unissued shares of its capital stock in an amount not to exceed ten percent of the authorized shares outstanding at the time of the amendment. The amendments shall be made as provided by law in the case of a capital increase which is to be paid in full before becoming effective.

The authorized and unissued shares need not become issued and fully paid shares until the options to which the shares are subject have been exercised and they shall not become part of the capital stock of the particular bank or trust company except for the purpose hereof until they have been issued and paid for in cash. To the extent that authorized and unissued shares are not taken up under the stock option plan to which they are allocated they may be reallocated successively to other stock option plans.

3. In the absence of actual fraud in the transaction and within the limits of the particular stock option plan, the judgment of the board of directors and of any committee provided for in the stock option plan as to the consideration for the issuance of the options and the sufficiency thereof and as to the recipients of the options shall be conclusive.

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(L. 1961 p. 146 §§ 1, 2, 3)