DuPont 2012 Annual Report Download - page 106

XII. No stockholder of the corporation, of whatever class or series, shall have any preemptive or preferential right of subscription
to any shares of any series of the Preferred Stock of the corporation, authorized hereunder or under any amendment hereof,
or to any obligations convertible into said Preferred Stock of any series of the corporation, issued or sold, nor any right of
subscription to any thereof other than such, if any, as the Board of Directors of the corporation in its discretion from time to
time may determine, and the Board of Directors may issue said Preferred Stock of any series of the corporation, or
obligations convertible into said Preferred Stock of any series, without offering said Preferred Stock, or said obligations,
either in whole or in part, to any stockholders of the corporation.
No holder of any shares of the Preferred Stock of any series of the corporation shall have any preemptive or preferential right of
subscription to any shares of stock of any class of the corporation, or to any obligations convertible into shares of stock of any class of the
corporation, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors of the
corporation in its discretion from time to time may determine.
XIII. The Board of Directors may create and issue to employees (including officers and directors) of this corporation, or of any
corporation in which this corporation shall directly or indirectly own fifty per cent or more of the voting stock, options to
purchase the corporation's Common Stock in accordance with the terms of any duly adopted compensation plan. The
shares of stock so optioned may be unissued, or issued and reacquired shares of Common Stock of the corporation, as
shall be determined by the Board of Directors, and the Board shall have power to take all action necessary and appropriate in
connection with any such issuance or sale of shares. The options shall be evidenced by such instruments as shall be
approved by the Board of Directors. The terms upon which, the time or times at or within which, and the consideration for
which such options may be issued, and for which any shares of stock may be issued or sold by the corporation upon the
exercise of such options, shall be such as shall be stated in the resolution or resolutions adopted by the Board of Directors
providing for the creation and issuance of such options and, in every case, set forth or incorporated by reference in the
instrument or instruments evidencing such options. The judgment of the Board of Directors as to the consideration and
sufficiency thereof for the issuance of such options and for the issuance or sale of stock pursuant to the exercise thereof shall
be conclusive.
Any standing committee duly designated by resolution passed by a majority of the whole Board of Directors and consisting of two or
more of the directors, shall have and may exercise any or all of the rights, powers and functions of the Board of Directors specified in this
Section XIII, or otherwise pertaining to any duly adopted compensation plan, to the extent provided in a resolution passed by a majority
of the whole Board or in the By-Laws of the corporation.
XIV. The amount of capital stock with which this corporation will commence business is Seventy-five Hundred Dollars ($7,500).
Fifth: The names and places of residence of each of the original subscribers to the capital stock and the number of shares subscribed for by
each are as follows:
Name Residence Number of Shares
Pierre S. du Pont Christiana Hundred, Delaware 25
John J. Raskob Brandywine Hundred, Delaware 25
John P. Laffey Wilmington, Delaware 25
Sixth: The corporation is to have perpetual existence.
Seventh: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.
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