N.Y. ISC Law § 1207

§ 1207. Options for the purchase of shares. (a) Notwithstanding any\nprovision of the business corporation law, but subject to any provision\nin respect thereto set forth in its certificate of incorporation, or\nother certificate filed pursuant to law, a domestic stock insurance\ncompany, other than as described in subsection (d) of this section, may,\nwith the consent of a majority of its shares entitled to vote thereon,\nprovide and carry out a plan to issue options solely to its officers or\nemployees for the purchase of any of its authorized but unissued shares\nfor such consideration, value or benefit and upon such terms and\nconditions as may be fixed by the board of directors. In addition, a\ndomestic stock life insurance company may provide and carry out a plan\nto issue such options only upon the recommendation by a committee of its\nboard of directors pursuant to subsection (b) of section one thousand\ntwo hundred two of this article and approved by its board of directors.\nAny such plan must provide that:\n (1) the company's right or power to make adjustments,\nreclassifications, reorganizations or changes of its capital or business\nstructure, or to merge or consolidate, or dissolve, liquidate, sell, or\ntransfer all or any part of its business or assets shall not be\naffected;\n (2) the number of shares on which options may be granted, excluding\nshares involved in the unexercised portions of any cancelled, terminated\nor expired options, shall not exceed, in the aggregate, five percent of\nthe company's authorized shares;\n (3) the number of shares for which option rights may be granted to any\nindividual under all options issued to him shall not exceed ten percent\nof the total number of shares authorized to be optioned;\n (4) the option price of the shares shall not be less than eighty-five\npercent of the fair market value of such shares at the time the option\nis granted and shall not be less than their par value;\n (5) the option shall not be transferable except by will or the laws of\ndescent and distribution; and\n (6) the option shall not be exercisable after ten years from the date\nthe option is granted.\n (b) In the absence of fraud in the transaction, the judgment of the\nboard of directors shall be conclusive as to the consideration, value or\nbenefit, tangible or intangible, received or to be received by the\ncompany for the issuance of options to purchase its shares and the\nadequacy and sufficiency thereof. The required shareholders' consent may\nbe given by vote at a shareholders' meeting held on notice prescribed by\nsection six hundred five of the business corporation law, stating its\nobject, or in writing signed by all shareholders having such voting\nrights.\n (c) Any company, other than a company described in subsection (d) of\nthis section, proposing any plan to issue options to purchase its shares\nunder this section shall, not less than thirty days before the\nshareholders' meeting at which the plan is to be voted upon, submit to\nthe superintendent a copy of the plan for his approval. Upon approval\nof the plan by the shareholders, a certificate evidencing their\napproval, subscribed by the secretary and affirmed by him as true under\nthe penalties of perjury, and under the company's seal, shall be filed\nin the office of the superintendent. The plan shall be approved by the\nsuperintendent if he is satisfied it is fair and equitable to the\ncompany's policyholders and not inconsistent with law, and that no\nreasonable objection exists thereto
ncing their\napproval, subscribed by the secretary and affirmed by him as true under\nthe penalties of perjury, and under the company's seal, shall be filed\nin the office of the superintendent. The plan shall be approved by the\nsuperintendent if he is satisfied it is fair and equitable to the\ncompany's policyholders and not inconsistent with law, and that no\nreasonable objection exists thereto. If the superintendent shall refuse\nto approve such plan, notification of such refusal, assigning the\nreasons therefor, shall, within ten days from the date of filing such\ncertificate, be given in writing by such superintendent to the company.\nNo such plan shall take effect until the superintendent approves as\nherein provided.\n (d) A domestic stock life insurance company which is not directly or\nindirectly a subsidiary of a domestic mutual life insurance company,\nupon approval of the plan by the shareholders, shall file in the office\nof the superintendent a certificate evidencing their approval,\nsubscribed by the secretary and affirmed by him as true under the\npenalties of perjury, and under the company's seal.\n