23 CAR § 2-404 – Exemption of long-term profits incident to sales within six months of the exercise of an option

(a) To the extent specified in subsection (b) of this section, the Insurance Commissioner hereby exempts as not comprehended within the purposes of Acts 1965, No. 107, § 2, any transaction or transactions involving the purchase and sale, or sale and purchase, of any equity security where such purchase is pursuant to the exercise of an option or similar right either acquired:
1. (1) More than six (6) months before its exercise; or
2. (2) Pursuant to the terms of an employment contract entered into more than six (6) months before its exercise.
(b)
1. (1) In respect of transactions specified in subsection (a) of this section, the profits inuring to the insurer shall not exceed the difference between the proceeds of sale and the lowest market price of any security of the same class within six (6) months before or after the date of sale.
2. (2) Nothing in this section shall be deemed to enlarge the amount of profit which would inure to such insurer in the absence of this section.
(c) The commissioner also hereby exempts as not comprehended within the purposes of Section 2 of the act the disposition of a security, purchased in a transaction specified in subsection (a) of this section, pursuant to a plan or agreement for merger or consolidation, or reclassification of the insurer's securities, or for the exchange of its securities for the securities of another person who has acquired its assets, or who is in control, as defined in I.R.C. § 368(c) (1954), of a person who has acquired its assets, where the terms of such plan or agreement are binding upon all stockholders of the insurer except to the extent that dissenting stockholders may be entitled, under statutory provisions or provisions contained in the certificate of incorporation, to receive the appraised or fair value of their holdings.
(d) The exemptions provided by this section shall not apply to any transaction made unlawful by Section 3 of the act or by any rules thereunder.
(e) The burden of establishing market price of a security for the purpose of this section shall rest upon the person claiming the exemption.