35-14-624. Share rights -- options -- warrants -- awards. (1) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine:
(a) the terms and conditions upon which the rights, options, or warrants are issued; and
(b) the terms, including the consideration, for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue the rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.
(2) The terms and conditions of the rights, options, or warrants may include restrictions or conditions that:
(a) preclude or limit the exercise, transfer, or receipt of the rights, options, or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of the person; or
(b) invalidate or void the rights, options, or warrants held by any person or transferee described in subsection (2)(a).
(3) The board of directors may authorize one or more officers to:
(a) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares; and
(b) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of rights, options, warrants, or other equity compensation awards and the terms of the rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use this authority to designate the officer or any other person the board of directors may specify as a recipient of those rights, options, warrants, or other equity compensation awards.
History: En. Sec. 54, Ch. 271, L. 2019.