EFTA01355882

To set' apart a teem or resolves, and to. abolish suet) resent or insofar+, or to make such other provisions. if.any, utile:Board of:Directors may deem. necessary of advisahie for workinp,. capital, Fur additions, improvematts and. 'betterments to plant and anima*, for expansion of the business of the Crupoution.(incloding the acquisition of real end personal property for this outpost) and for any other purpose of the Corporation. (p) To- establish bonus, profit-sharihg, pension, thrift and other types. of itteentive, compeasation or retirement plans tar the officers and employees (including officers and employees who are also elirettom) of the Corporation, and to fur the amount of profits to be ditaldlifited or shared in COIIIIII)Mtittl and the...amounts of the Corporation's funds or otheavise to tic di :VOW thereto, and to determine the persons to participatein any Mich plans and Me amounts of thUt respective participations. • (f) To issue or grant options fur the pottage of. sham of. stock of die Corporation to officers and employas (including officers and employees who arc also sliXeciors) 'of the Corporation and on. such terms and conditions as the Board of Diicctors may from time to time derennine. To cuter into tont:sets for 'Me management of the-business of the-Corporation for tunas not exceeding five (5) year • To axetcise all the print,* of thecispoation, except such as arc conceited by law, or by these Ankles of Incorporation or by the bylaws .of dic Corporation upon the stockhoklets. • 60 (h) 'Co issue such classes of stock anti. suites within any claw of stock with such value and voting powers entwitb such &signori:Ms; preferences and ready; p.sitticipong, optional or other special rights, and qualieriations, Unitarians or regaictiotts tIlAcoriii is stated in the ticsoltition or resolutions providing for the Lane of such stock radoPtccitty sole board of Directors and duly filed with the office of. the Lt. Governor-of the lilands in accordance with Sections 9] and 97: Chripter I Virgin -Islands Cade, as the amended from time to time. 9 Nn stockholder shad, sell, convey, assign or otherwise mail:fee any of his other. Abates of smock 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 Corporation shalt have -thirty (3.0) days within which: accept **mei the. Corporation shall notify the stockholder oils election:in writing. )(accepted by the Corporation, the landholder shall ismatiptly assign the slimes of stock to the .Cometration, and•ihe Ccamoution shalt promptly pay themfor. If the Corporation rejeits the offer, then the stockholder, shall offer the stock to thereinaining stockluedua hada the same .terms Of offettd to the Corporation; and the remaining stockholders shall have thirty:O)) days within which to collectively or individually accept the game in Writing. If the remaining staeldiolders reject the offer, then the stocidtoldef have the right to sell the stack at the filmic or-agreater ptici than that at which it Was offered to de Corporation. the stockholder shall desire to ttell.thc and at a lentert pike than that entlfinanY tluntelltn the Corporation, the stockholder:mura Own repeat the priming of offering triostoek for sale to-the Corporation and the landholders. in tum. Slain= oftitiacki in this Contraction shall not be transterred or gold until the sale or transfer has-been reported to theBoard ofDirectorsaud approved bytlictu. 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0041179 CONFIDENTIAL SDNY_GM_00187363 EFTA01355882