403-F:6 Issuance of Shares to Officers, Directors, and Employees. –
A number of shares or options to purchase shares equal in the aggregate to 5 percent of the outstanding voting shares of the capital stock of one corporate member of the mutual insurance holding company system selected by the mutual insurance holding company may be issued or sold to directors and officers as part of a plan of compensation, and such shares shall not be considered part of the majority shares to be owned by the mutual insurance company under RSA 403-F:3. A number of shares or options to purchase shares equal in the aggregate to an additional 5 percent of the outstanding voting shares of the capital stock of one corporate member of the mutual insurance holding company system selected by the mutual insurance holding company may be issued or sold to employees, which may not include any officer or director, as part of an employee stock dividend or benefit plan, and such shares shall not be considered part of the majority shares to be owned by the mutual insurance company under RSA 403-F:3. Prior to issuance of shares or options to purchase shares in excess of the authorized 5 percent to either officers and directors or employees, the commissioner may require a fairness opinion by an independent authority acceptable to the commissioner to assure that the long term interests of the shareholders and policyholders are adequately protected. The commissioner shall approve or disapprove the issuance of such shares within 30 days after receipt of the fairness opinion. Directors and officers shall be prohibited from purchasing shares of stock, whether or not part of a plan of compensation, for a period of 6 months following any initial public offering of such shares.