A state bank may authorize the granting of options to officers and employees to purchase unissued, common shares of the state bank in accordance with a plan approved by the superintendent provided the following steps are taken:
1. The plan is submitted to a vote of the shareholders at an annual meeting or special meeting called for the purpose, the notice of the meeting contains a complete description of the plan, and the plan receives the affirmative vote of the holders of at least two-thirds of the shares entitled to vote thereon.
2. The consideration per share shall be determined as of the date the options are granted and shall not be less than the sum of the capital represented by common shares and the surplus of the state bank divided by the number of common shares issued and outstanding on such date, but in no case less than an amount approved by the superintendent.
3. Options to purchase shares shall have a termination date and shall not be transferable by the holder of the option during the holder's lifetime. In the event that the option is to survive the death of the holder of the option, the option shall terminate one year after the date of the holder's death but may be exercised by the holder's estate during that one-year period.
4. Notice of the meeting shall describe the extent to which pre-emptive rights of shareholders are inapplicable to the issuance of shares under this section.
Upon approval by the shareholders the cashier shall reserve authorized but unissued shares for purposes of this section until the options are exercised or expire.
Upon approval by the shareholders as provided in subsection 1 of this section, the provisions of section 524.506 inconsistent with this section shall be inapplicable.
[C71, 73, 75, 77, 79, 81, § 524.520]
Referred to in § 524.506
Iowa General Assembly
Search: Iowa Code 1995
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