CA Ins Code Section 4097.08

Nothing in this article shall be deemed to prohibit the inclusion in the plan of conversion of provisions under which the insurer’s officers, directors, employees, agents, and employee benefit plans for their benefit may be entitled, in accordance with reasonable classifications of those individuals and employee benefit plans as may be included in the plan, to purchase for cash, at the same price as offered to the public in the initial public offering, voting stock not purchased by members upon exercise of subscription rights. Nothing in this code shall be deemed to prohibit the establishment of stock option, incentive, and share ownership plans customary for publicly traded companies in the same and similar industries. The plan may not permit those persons to acquire any of the following:

(a)

Greater than 25 percent of the voting stock issued pursuant to the plan for a medical malpractice mutual insurer having assets in excess of two hundred million dollars ($200,000,000) or 35 percent for a medical malpractice mutual insurer having assets of two hundred million dollars ($200,000,000) or less.

(b)

Greater than 25 percent of the stockholders’ equity for a medical malpractice mutual insurer having assets in excess of two hundred million dollars ($200,000,000) or 35 percent for a medical malpractice mutual insurer having assets of less than two hundred million dollars ($200,000,000).

(c)

Unexercised options that exceed 20 percent of the number of the issued and outstanding shares.