1. A corporation may create and issue rights or options entitling the holders thereof to purchase from the corporation any shares of its stock of any class or classes to be evidenced by or in such instrument or instruments as are approved by the board of directors. 2. The terms upon which, the time or times, which may be limited or unlimited in duration, at or within which, and the price or prices, including a formula by which such price or prices may be determined, at which any such shares may be purchased from the corporation upon the exercise of any such right or option may be fixed and stated in the articles of incorporation or in a resolution or resolutions adopted by the board of directors providing for the creation and issue of the rights or options, and, in every case, set forth or incorporated by reference in the instrument or instruments evidencing the rights or options. The judgment of the board of directors as to the consideration for such rights or options issued is conclusive in the absence of actual fraud in the transaction. 3. The board of directors may authorize one or more officers of the corporation to: (a) Designate the persons to be recipients of rights or options created by the corporation; and (b) Determine the number of rights or options to be received by the persons designated pursuant to paragraph (a). 4. The authorization pursuant to subsection 3 must specify the maximum number of rights or options the officer or officers may award. The board of directors may not authorize an officer to designate himself or herself as a recipient of the rights or options.
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