Ohio Code § 1701.17

§ 1701.17.

(A) A corporation by its directors, upon terms as it may impose, may provide and carry

out plans for the issuance, offering, or sale, or for the grant of options, to employees

of the corporation or of subsidiary corporations, or to a trustee on their behalf,

during the period of their employment or other period, of, or with respect to, any

unissued shares, treasury shares, or shares to be purchased, which plans may provide

for the payment for such shares at one time or in installments or for the establishment

of special funds in which employees may participate.  Shares otherwise subject to pre-emptive rights may be offered or sold under these

plans only when released from pre-emptive rights. (B)(1) The directors, or a committee of the directors, may delegate the authority described

in division (A) of this section to one or more officers if the resolution authorizing

the delegation specifies the total number of shares or options that the officer or

officers may award and the terms on which any shares may be issued, offered, or sold

or the terms of any options. (2) The directors may not authorize any officer described in division (B)(1) of this

section to designate that officer as a recipient of any shares or options with respect

to shares.