                                 CODE OF VIRGINIA

SHARE RIGHTS, OPTIONS, WARRANTS, AND OTHER AWARDS (§ 13.1-646)

A. Subject to the provisions of &#xA7; 13.1-651, a corporation may issue rights,
options or warrants for the purchase of shares or other securities of the
corporation. Unless reserved to the shareholders in the articles of
incorporation, the board of directors or, if authorized pursuant to subdivision
D 7 of &#xA7; 13.1-689, a committee of the board of directors or a senior
executive officer, may authorize the issuance of rights, options, or warrants
and determine (i) the terms and conditions upon which the rights, options, or
warrants are issued and (ii) the terms, including the consideration for which
the shares or other securities are to be issued. The authorization for the
corporation to issue such rights, options, or warrants constitutes authorization
of the issuance of the shares or other securities for which the rights, options,
or warrants are exercisable.

B. Notwithstanding the provisions of subsection A of &#xA7; 13.1-638, the terms
and conditions of rights, options, or warrants issued by a corporation may
include, without limitation, restrictions or conditions that (i) preclude or
limit the exercise, transfer, or receipt thereof by designated persons or
classes of persons or by any transferee or transferees of such persons or
classes of persons or (ii) invalidate or void such rights, options, or warrants
held by designated persons or classes of persons or by any transferee or
transferees of such persons or classes of persons. Any action or determination
by the board of directors or, if authorized pursuant to subdivision D 7 of
&#xA7; 13.1-689, a committee of the board of directors, with respect to the
issuance, the terms and conditions of or the redemption of rights, options, or
warrants shall be subject to the provisions of &#xA7; 13.1-690 and shall be
valid if taken or determined in compliance therewith.

C. The board of directors may, subject to such limitations as the board of
directors may establish, authorize one or more officers to (i) designate the
recipients of rights, options, warrants, or other equity compensation awards
that involve the issuance of shares and (ii) determine, within an amount and
subject to any other limitations established by the board of directors and, if
applicable, the shareholders, the number of such rights, options, warrants, or
other equity compensation awards and the terms and conditions thereof to be
received by the recipients, provided that an officer may not use such authority
to designate himself as a recipient of such rights, options, warrants, or other
equity compensation awards.

HISTORY: 1985, c. 522; 1986, c. 74; 1988, c. 442; 1990, c. 423; 1992, c. 472;
2005, c. 765; 2010, c. 782; 2019, c. 734.