Washington § 23B.06.240 - Share rights, options, warrants, and awards.

(1) Unless the articles of incorporation provide otherwise, a corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors must determine the terms and conditions upon which the rights, options, or warrants are issued and may become exercisable, exchangeable, or convertible, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors 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.

(2) The terms and conditions of such rights, options, or warrants may include restrictions or conditions that:

(a) Preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire any number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons;

(b) Invalidate or void any rights, options, or warrants held by any person or persons or any such transferee or transferees; or

(c) Are dependent upon facts ascertainable outside the documents evidencing them or outside the resolution or resolutions adopted by the board of directors creating such rights, options, or warrants if the manner in which those facts operate on the rights, options, or warrants or the holders thereof is clearly set forth in the documents or the resolutions. For purposes of this section, "facts ascertainable outside the documents evidencing them or outside the resolution or resolutions adopted by the board of directors creating such rights, options, or warrants" includes, but is not limited to, the existence of any condition or the occurrence of any event, including, without limitation, a determination or action by any person or body, including the corporation, its board of directors, or an officer, employee, or agent of the corporation.

(3) The board of directors may authorize one or more officers to: (a) Designate the recipients of rights, options, warrants, or other equity awards that involve the issuance of shares of the corporation; and (b) determine, within an amount and subject to other limitations established by the board of directors and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity awards, and the terms and conditions of such rights, options, warrants, or other equity awards to be received by the recipients. An officer may not use such authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of such rights, options, warrants, or other equity awards.