California Code of Regulations
Title 10 - Investment
Chapter 5 - Insurance Commissioner
Subchapter 4 - Insurer Securities Permits
Article 8 - Stock Purchase and Stock Option Plans
Section 2608.05 - Procedure
Current through Register 2024 Notice Reg. No. 38, September 20, 2024
The Commissioner cannot and will not abdicate the Commissioner's authority and duty under Insurance Code Section 839. Hence, blanket permits for unlimited numbers of shares to be sold for unstated prices to undetermined people pursuant to exercise of options granted for undescribed reasons or under undisclosed circumstances will not be granted. The alternative procedures prescribed in this section will care for the most commonly encountered situations involving long term plans of this type, e.g., restricted or qualified stock options plans.
A. Applicant may apply for and obtain a negotiating permit for approval of its plan; and thereafter, from year to year as options are voted to be granted to employees, apply for and obtain a separate (definitive) permit for each year to issue options to the persons and for the number of shares specified in its board of directors' resolution and, upon due exercise thereof, to issue and sell shares accordingly. Such an application shall allege the exercise price to be stated in the options and shall by appropriate means show that it is fair, just and equitable.
B. An applicant having a long term plan, not desiring to follow the system outlined in Paragraph A of this Section, and which can satisfy other requirements, may proceed thusly:
C. Applicant may obtain a permit authorizing the issuance of options at a named initial option price, during a designated term, conditioned on clearance by the Commissioner of any subsequent issue of options for a different option price. Clearance will be presumed if the Commissioner does not reject the new price within 30 days after applicant has filed with the Commissioner a notice, supported by appropriate proof, of the new option price. As an alternative to clearance of subsequent option prices by the Commissioner, applicant may propose the determination of such subsequent option prices by the Board of Directors or Option Committee in accordance with a formula. If the Commissioner finds such formula will result in the fixing of an actual price which will be fair, just and equitable, the Commissioner will authorize its use in lieu of requiring that the Commissioner pass upon the actual option price subsequently determined. If the stock to be optioned is shown to the Commissioner's satisfaction to have an established market, the formula may be in terms of averages of bid and asked prices at such times and places as to assure that true free market values will result from application of the formula. The foregoing method may be used in appropriate cases to procure authorization for issuance of options at 100% of fair market value of the shares optioned; or, in appropriate cases at some other figure fixed with reference to the fair market value. If a reliable market has not yet been established to the Commissioner's satisfaction, other methods, or combinations of methods to determine fair, just and equitable values will be considered.
Submission of at least annual reports of transactions will, in either event, be required.
1. Change without regulatory effect amending first paragraph and paragraph C. filed 7-14-2021 pursuant to section 100, title 1, California Code of Regulations (Register 2021, No. 29). Filing deadline specified in Government Code section 11349.3(a) extended 60 calendar days pursuant to Executive Order N-40-20.
