Oregon Revised Statutes Chapter 60 § 60.157 — Share

Share rights, options, warrants and other equity compensation; designation by officers. (1) A corporation may issue rights, options or warrants for purchasing shares of the corporation. The board of directors shall determine the terms upon which the corporation issues the rights, options or warrants. The board shall also determine the form and content of the rights, options and warrants and the consideration for which the shares are to be issued. (2) Rights, options or warrants issued to the holders of all shares of any class do not conflict with the provisions of ORS 60.131 (1) if the terms and conditions of the rights, options or warrants include restrictions or conditions that: (a) Preclude or limit a person’s exercising, transferring or receiving rights, options or warrants if the person owns or offers to acquire a specified number or percentage of the outstanding stock or other securities of the corporation or any transferee of the person; or (b) Invalidate or void the rights, options or warrants that the person or a transferee holds. (3)(a) The board of directors may authorize one or more officers of the corporation to: (A) Designate recipients of rights, options, warrants or other equity compensation awards for purchasing or receiving shares; and (B) Determine, in accordance with amounts or limitations the board establishes, the number of, and the terms under which the recipient may receive, rights, options, warrants or other equity compensation awards. (b) An officer to whom the board gives the authority described in this subsection may not use the authority to designate the officer or other persons the board identifies as ineligible to receive the rights, options, warrants or other equity compensation awards described in this subsection. [1987 c.52 §41; 1989 c.4 §10; 2013 c.201 §1]