362.067. Stock option plan for officers and employees--increase in shares--consideration. - Missouri Statutes

Stock option plan for officers and employees--increase inshares--consideration.

362.067. 1. Every bank or trust company incorporated underthe laws of this state may, pursuant to this section, grantoptions to purchase, and issue and sell, shares of its capitalstock to its employees or officers or a trustee in their behalfwithout first offering the shares to its shareholders and for aconsideration which shall be not less than the higher of parvalue or ninety-five percent of the fair market value of theshares at the time the option is granted and upon the terms andconditions of a stock option plan approved by its board ofdirectors and the holders of a majority of its shares entitled tovote at a meeting where the approval is sought.

2. In order to have shares of its capital stock availablefor issuance and sale pursuant to stock option plans approvedhereunder, every bank and trust company may from time to timeamend its articles of agreement to provide for authorized butunissued shares of its capital stock in an amount not to exceedten percent of the authorized shares outstanding at the time ofthe amendment. The amendments shall be made as provided by lawin the case of a capital increase which is to be paid in fullbefore becoming effective. The authorized and unissued sharesneed not become issued and fully paid shares until the options towhich the shares are subject have been exercised and they shallnot become part of the capital stock of the particular bank ortrust company except for the purpose hereof until they have beenissued and paid for in cash. To the extent that authorized andunissued shares are not taken up under the stock option plan towhich they are allocated they may be reallocated successively toother stock option plans.

3. In the absence of actual fraud in the transaction andwithin the limits of the particular stock option plan, thejudgment of the board of directors and of any committee providedfor in the stock option plan as to the consideration for theissuance of the options and the sufficiency thereof and as to therecipients of the options shall be conclusive.

(L. 1961 p. 146 §§ 1, 2, 3)