Marvin Mandel, Governor                          1347

Section 1. Be it enacted by the General Assembly of Maryland,
That Section 22 (d) of Article 23 of the Annotated Code of Mary-
land (1970 Supplement), title "Corporations," subtitle "I. Stock Cor-
porations," subheading "Corporation "CAPITAL Stock and Stock-
holders," be and it is hereby repealed and re-enacted, with amend-
ments, to read as follows:

22.

(d) Obligations of a director, officer or employee of a corporation
or any of its direct or indirect subsidiaries for future payments to
the corporation shall be permitted as payment or part payment for
shares of stock of the corporation purchased pursuant to a right or
option issued such director, officer or employee under a stock option
plan which [is a qualified or restricted stock option plan as defined
in the United States Internal Revenue Code and which] authorizes
such method of payment and is approved subsequent to July 1, 1970,
by holders of the majority of all outstanding stock entitled to vote
thereon. Such method of payment shall also be permitted for shares
purchased pursuant to rights or options issued to such a director,
officer or employee under any such [qualified or restricted stock
option] plan which was adopted and approved prior to July 1, 1970,
if such plan as approved by the holders of the majority of all of
the outstanding stock entitled to vote thereon, or an amendment to
the plan so approved, provides for such method of payment. Until
full payment is made in cash of the obligations for future payments
to the corporation in respect of any shares of stock issued pursuant
to this subsection, the fact that such future payments are required
to be made shall be noted conspicuously on the face or back of the
certificate for such shares and the corporation shall retain physical
possession of the certificate.

Sec. 2. And be it further enacted, That Section 90 (c) of Article
23 of the Annotated Code of Maryland (1970 Supplement), title
"Corporations," subtitle "I. Stock Corporations," subheading "For-
eign Corporations," be and the same is hereby repealed and re-
enacted, with amendments, to read as follows:

90.

(c) Every certificate giving the name and address of a resident
agent of any such foreign corporation, or relating to the location of
the principal office of any such foreign corporation in this State
shall show the post office address of such resident agent or principal
office. Every such certificate and every certificate giving the mailing
address of any such foreign corporation shall be signed in the name
and on behalf of such foreign corporation by the president or a
vice-president thereof. The resident agent or principal office of a
foreign corporation in this State or the post office address of such
a resident agent may also be changed by the corporation or the resi-
dent agent in the manner provided by this Article for corporations
of this State.

Sec. 3. And be it further enacted, That this Act shall take effect
July 1, 1971.

Approved May 24, 1971.