Payment for Shares Clause Example from Business Contracts

Payment for Shares. The "Purchase Price" shall be the Exercise Price multiplied by the number of Shares with respect to which the Option is being exercised. (b) Cash or Check. All or part of the Purchase Price and the minimum amount of any Federal, state, local or foreign withholding taxes may be paid in cash or by bank certified check. (c) Brokered Cashless Exercise. To the extent permitted by applicable law and unless otherwise provided by the Committee, all or part of the Purchase Price may be 3 paid from the pr...oceeds of a sale through a broker on the date of exercise of some or all of the Shares to which the exercise relates. In such case, the Company shall have received a properly executed Notice of Exercise, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds to pay the aggregate purchase price, and, if requested, the minimum amount of any applicable Federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements or coordinate procedures with one or more brokerage firms. (d) Net Exercise. By reducing the number of Shares otherwise deliverable upon the exercise of the Option by the number of Shares having a Fair Market Value equal to the amount of the Purchase Price and withholding requirements permitted to be so paid by the Company. (e) Other Methods of Payment for Shares. At the sole discretion of the Committee, all or any part of the Purchase Price and the minimum amount of any applicable Federal, state, local or foreign withholding taxes may be paid by one or more of the following methods: (i) Surrender of Stock. By surrendering, or attesting to the ownership of, Shares that are already owned by the Participant free and clear of any restriction or limitation, unless the Committee specifically agrees to accept such Shares subject to such restriction or limitation. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued by the Company at their Fair Market Value on the date of the applicable exercise of the Option, or to the extent applicable, on the date the tax is to be determined. The Participant shall not surrender, or attest to the ownership of, Shares in payment of the Purchase Price (or withholding) if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes that otherwise would not have occurred. The Committee shall notify the Participant if and when it shall make such other payment methods available to the Participant. Should the Committee exercise its discretion to permit the Participant to exercise the Option and/or satisfy any applicable tax withholding requirements in whole or in part in accordance with this Section 7(e), it shall have no obligation to permit such alternative exercise and/or satisfaction of applicable tax withholding requirements with respect to any remaining portion of the Option or with respect to any other option to purchase Shares held by the Participant. View More