The plan shall provide that options shall be granted only by (or upon recommendation of) a committee elected by the bank's board of directors. However, with respect to participation by directors, the plan shall provide that options shall be granted by (or only in accordance with the recommendation of) a committee elected by the bank's board of directors, none of the members of which committee shall be under consideration for a grant of options at the time such committee acts, or in accordance with the plan if the plan specifies the number of options which will be granted to directors.
N.Y. Comp. Codes R. & Regs. Tit. 3 § 26.10