§ 28-14-3-7 — Benefits; incentives; stock purchase programs

(a) A corporate fiduciary may do the following:
(1) Pay benefits, offer incentives, and establish benefit plans and
incentive plans for an existing or a former director, officer,
employee, and agent of the corporate fiduciary.
(2) Adopt stock purchase programs for employees and:
(A) grant options to purchase;
(B) issue; and
(C) sell;
shares of the capital stock of the corporate fiduciary to the
employees of the corporate fiduciary or to a trustee on behalf of
the employees of the corporate fiduciary.
(b) A corporate fiduciary may act as the trustee to whom shares of
the capital stock of the corporate fiduciary are issued and sold on
behalf of the employees of the corporate fiduciary under subsection
(a)(2).
(c) A corporate fiduciary granting options and issuing capital stock
in connection with a stock purchase plan for its employees under
subsection (a)(2) is not required to first offer the capital stock to the
shareholders of the corporate fiduciary.
(d) A corporate fiduciary granting options and issuing capital stock
in connection with a stock purchase plan for its employees under
subsection (a)(2) may offer the capital stock to the shareholders for
such consideration (but not less than par value), and upon such terms
and conditions, as are approved by the:
(1) board of directors of the corporate fiduciary;
(2) holders of a majority of the shares of the corporate fiduciary
who are entitled to vote with respect to the issuance of the capital
stock; and
(3) director.
(e) In the absence of actual fraud in the transaction, the judgment of
the board of directors of a corporate fiduciary as to the sufficiency of
the consideration for the issuance of options in connection with a stock
purchase plan under subsection (a)(2) is conclusive.
(f) A corporate fiduciary exercising the powers granted in this
section may, to the extent approved by the director, have authorized
and unissued stock that is required to fulfill a stock option arrangement
or another arrangement authorized by this section.

Legislative History

As added by P.L.262-1995, SEC.90.