351.182. Stock warrants, options--terms--consideration.
Stock warrants, options--terms--consideration.
351.182. 1. Subject to any provisions in the articles ofincorporation, every corporation may create and issue, whether or not inconnection with the issue and sale of any shares of stock or othersecurities of the corporation, rights or options entitling the holdersthereof to purchase from the corporation any shares of its capital stock ofany class or classes, such rights or options to be evidenced by or in suchinstrument or instruments as are approved by the board of directors,including resolutions of such board. If at the time the corporation issuesrights or options, there is insufficient authorized and unissued shares toprovide the shares needed if and when the rights or options are exercised,the granting of the rights or options shall not be invalid solely by reasonof the lack of sufficient authorized but unissued shares.
2. The terms upon which any such shares may be purchased from thecorporation upon the exercise of any such right or option shall be asstated in the articles of incorporation, or in a resolution adopted by theboard of directors providing for the creation and issue of such rights oroptions, and, in every case, shall be set forth or incorporated byreference in any instrument or instruments evidencing such rights oroptions. Such terms may include, but not be limited to:
(1) The duration of such rights or options, which may be limited orunlimited;
(2) The price or prices at which any such shares may be purchasedfrom the corporation upon the exercise of any such right or option;
(3) The holders by whom such rights or options may be exercised;
(4) The conditions to or which may preclude or limit the exercise,transfer or receipt of such rights or options, or which may invalidate orvoid such rights or options, including without limitation conditions basedupon a specified number or percentage of outstanding shares, rights,options, convertible securities, or obligations of the corporation as towhich any person or persons or their transferees own or offer to acquire;and
(5) The conditions upon which such rights or options may be redeemed.
Such terms may be made dependent upon facts ascertainable outside thedocuments evidencing the rights, or the resolution providing for the issueof the rights or options adopted by the board of directors, if the mannerin which the facts shall operate upon the exercise of the rights or optionsis clearly and expressly set forth in the document evidencing the rights oroptions, or in the resolution. In the absence of actual fraud in thetransaction, the judgment of the directors as to the consideration for theissuance of such rights or options and the sufficiency thereof and theterms of such rights or options shall be conclusive. In case the shares ofstock of the corporation to be issued upon the exercise of such rights oroptions shall be shares having a par value, the price or prices so to bereceived therefor shall not be less than the par value thereof. In casethe shares of stock so to be issued shall be shares of stock without parvalue, the consideration therefor shall be determined in the mannerprovided in section 351.185. Nothing contained in subsection 1 of section351.180 shall be deemed to limit the authority of the board of directors todetermine, in its sole discretion, the terms of the rights or optionsissuable pursuant to this section.
3. The board of directors may, by a resolution adopted by the board,authorize one or more officers of the corporation to do one or both of thefollowing:
(1) Designate officers and employees of the corporation or of any ofits subsidiaries to be recipients of such rights or options created by thecorporation;
(2) Determine the number of such rights or options to be received bysuch officers and employees;
provided, however, that the resolution so authorizing such officer orofficers shall specify the total number of rights or options such officeror officers may so award. The board of directors may not authorize anofficer to designate himself or herself as a recipient of any such rightsor options.
(L. 1986 S.B. 565, A.L. 1999 S.B. 278, A.L. 2003 S.B. 394, A.L. 2005 H.B. 678)