EFTA01393048.pdf

To gel apart s toot or resolves, and to. abolish suet) resent or reservist, or to make such other provisions. if.any, utile:Board of:Directors may deem. necessary of advisohle for working. capital, for additions, impr0vematts and. 'betterments to plant and anima*, tar expansion of the business- of the Comomtion.(inelnding the acquisition of real end personal property for this outpost) and for any other purpose of the Corporation. (p) To' establish bonus, profiosharihg, pension, 'thrift and other types. of incentive, compensation or retirement plans tor the officers and employees (including officers and employees who are also tthrums) of the Corporation, and to fur the amount of profits to be ditatribilted or shared in surd the...amounis of the Corporation's funds or otherwise to he devraed thereto, and to determine the persons to participatein any web plans and Me amounts of itwir respective participations. • (0 To issue or grant options fur the purchase of. shares of. stock of die Contagion to officers and employas (including officers and employees who arc also sliSstiors) .of the Corporation mid on.such terms and conditions as the Board of Dfiectors may from time to -time determine. (g) To cuter' nto tonmtets for tim management of the-business of the'Corporation for terms not exceeding five (5) ran. • (h) To exercise all the owe)* of the .c.taporation. except such as arc conceited by law, or by these Ankles of Incotpotation or by the bylaws .of dic Corporation upon the stockhoklets. • to tome such classes of stock and. series within any clam of stock with such value and voting powers entail]. such designati0ns; preferences coil many; p.saticiptong, optional or other special rights, and qualifti.ations, Unitarians or reStrictiotts.dIA•corrii is stated in the resolufitus or resolutions providing for the lane of such. stock taloPteciffy sole board of Directors and duly filed with the office of the I.t. Governatiof the lilatids in accordance with Sections 9] and 97: Chapter I Virgin 'Islands Code, as the he amended from time to time, MITICLE VIIj 9 Na timaltholder shall, sell, towel', assign or otherwise touiaftia any of his other abates of struck without first offering the. same to the Corporation at the lowest price at which the stockholder is Willing to dispose. of the same; and the CoMoration shalt have -tinny (3.0) Slays within which. accept **mei the. Corporation shall notify the stockholder oils election.in writing. If accepted by the Corporation, the Suidholdar shall int:moody assign the slimes of stock to the .Comnration, andthe Quotation shall promptly pay themfor. If the Corporation rejects the offer, then the stockholder, shall offer the stock to, hereinaining stockholders ander the same terns Of offered to the Corporation; and the remaining stockholders .hall have thirty::(10) days within which to collectively or individually accept the stone in Writing. ff the remaining stoeldiolders reject the offer, then the stockholder stain have the right to sell the stock at the Satre ors greater 'Met, than that at which it Was offered to die Corporation. If the stockholder shall desire to tatil.thc and( at a lentert price than that ntillinanY tluntelltn the Corporation: the stockholder-mug then repeat the prircesa of offering thostoek for sale to-the Corporation and the taroaltholdent in tum. Sham of this tonsoration shall not be tmnsterred or sold until the sale or transfer has-been reported to MeBoard ofDirectorsand approved bythetu. 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0098410 CONFIDENTIAL SDNY GM_00244594 EFTA01393048