13.1-646 - Share options. - Virginia Statutes

§ 13.1-646. Share options.

A. Subject to the provisions of § 13.1-651, a corporation may issue rights,options or warrants for the purchase of shares or other securities of thecorporation. Unless reserved to the shareholders in the articles ofincorporation, the board of directors may authorize the issuance of rights,options or warrants and determine (i) the terms upon which the rights,options or warrants are issued and (ii) the terms, including theconsideration for which the shares or other securities are to be issued. Theauthorization for the corporation to issue such rights, options or warrantsconstitutes authorization of the issuance of the shares or other securitiesfor which the rights, options or warrants are exercisable.

B. Notwithstanding the provisions of subsection A of § 13.1-638, the terms ofrights, options or warrants issued by a corporation may include, withoutlimitation, restrictions or conditions that preclude or limit the exercise,transfer or receipt thereof by designated persons or classes of persons orthat invalidate or void such rights, options, or warrants held by designatedpersons or classes of persons. Any action or determination by the board ofdirectors with respect to the issuance, the terms of or the redemption ofrights, options, or warrants shall be subject to the provisions of § 13.1-690and shall be valid if taken or determined in compliance therewith.

C. The board of directors may authorize one or more officers to (i) designatethe recipients of rights, options, warrants, or other equity compensationawards that involve the issuance of shares and (ii) determine, within anamount and subject to any other limitations established by the board and, ifapplicable, the shareholders, the number of such rights, options, warrants,or other equity compensation awards and the terms thereof to be received bythe recipients, provided that an officer may not use such authority todesignate himself, or any other person specified by the board of directors,as a recipient of such rights, options, warrants, or other equitycompensation awards.

(1985, c. 522; 1986, c. 74; 1988, c. 442; 1990, c. 423; 1992, c. 472; 2005,c. 765; 2010, c. 782.)