KRS 271B.6-240: Share options.

(1) A corporation may issue rights, options, or warrants for the purchase of shares of

the corporation. The board of directors shall determine the terms upon which the

rights, options, or warrants are issued, their form and content, and the terms and

conditions upon which and the consideration for which the shares are to be issued.

(2) (a) The board of directors may, by a resolution adopted by the board, authorize

one (1) or more officers of the corporation to do one (1) or more of the

following:

1. Designate o fficers and employees of the corporation or of any of its

subsidiaries to receive rights, options, or warrants to be issued by the

corporation;

2. Determine the number of rights, options, or warrants to be issued to each

recipient; and

3. Determine the tim e or times at or during which rights, options, or

warrants may be exercised.

(b) Any resolution adopted pursuant to paragraph (a) of this subsection shall

specify the total number of rights, options, or warrants the officer or officers

may award.

(c) The board of directors shall not authorize an officer to designate himself or

herself as a recipient of any rights, options, or warrants.