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Section 11540 Of Chapter 14. Conversion Of An Incorporated Mutual Life Or Life And Disability Insurer Into An Incorporated Stock Life Insurer Issuing Policies On A Reserve Basis From California Insurance Code >> Division 2. >> Part 2. >> Chapter 14.
11540
. (a) Nothing in this chapter shall be deemed to prohibit the
inclusion in the plan of conversion of provisions under which the
insurer's officers, directors, employees, agents, and employee
benefit plans for their benefit may be entitled, in accordance with
reasonable classifications of those individuals and employee benefit
plans as may be included in the plan, to purchase for cash, at the
same price as offered to the public in the initial public offering,
voting stock not purchased by members upon exercise of subscription
rights. Nothing in this chapter shall be deemed to prohibit the
establishment of stock option, incentive, and share ownership plans
customary for publicly traded companies in the same and similar
industries. The plan may not permit those persons to acquire more
than 25 percent of the voting stock issued pursuant to the plan for a
mutual life insurer having assets in excess of two hundred million
dollars ($200,000,000) or 35 percent for a mutual life insurer having
assets of two hundred million dollars ($200,000,000) or less.
(b) For the conversion of a mutual property-casualty insurer, subdivision (f) of Section 11537 does not prohibit the inclusion in the conversion plan of provisions under which the individuals comprising the insurer's management, employees and agents are entitled to purchase for cash, at the same price as offered to the insurer's members, shares of stock not taken by members on the preemptive offering to members, in accordance with such reasonable classifications of such individuals as may be included in the plan. The plan may not provide for such individuals to acquire in excess of 25 percent of the shares of stock issued pursuant to the plan for a mutual insurer having assets in excess of two hundred million dollars ($200,000,000) or 35 percent for a mutual insurer having assets of two hundred million dollars ($200,000,000) or less.
(b) For the conversion of a mutual property-casualty insurer, subdivision (f) of Section 11537 does not prohibit the inclusion in the conversion plan of provisions under which the individuals comprising the insurer's management, employees and agents are entitled to purchase for cash, at the same price as offered to the insurer's members, shares of stock not taken by members on the preemptive offering to members, in accordance with such reasonable classifications of such individuals as may be included in the plan. The plan may not provide for such individuals to acquire in excess of 25 percent of the shares of stock issued pursuant to the plan for a mutual insurer having assets in excess of two hundred million dollars ($200,000,000) or 35 percent for a mutual insurer having assets of two hundred million dollars ($200,000,000) or less.
