Common use of Alternative Payment with Stock Clause in Contracts

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock of the class then subject to this Option is then Publicly Traded, payment of such purchase price or any portion thereof may also be made in whole or in part with shares of the same class of stock as that then subject to this Option, surrendered in lieu of the payment of cash concurrently with such exercise, the shares so surrendered to be valued on the basis of the Fair Market Value of the stock on the date of exercise, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (a) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (b) the right or power of the person exercising the Option to deliver such shares in payment of the purchase price is subject to the prior interests of any other person (excepting the Company) as indicated by legends upon the certificate(s) or known to the Company. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising the Option pays the purchase price in acceptable form. If and while payment with stock is permitted in accordance with the foregoing provision, the person then entitled to exercise this Option may, in lieu of using previously outstanding stock therefor, use some of the shares as to which this Option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain so many shares that would otherwise have been delivered by the Company upon that exercise of this Option as equals the number of shares that would have been surrendered to the Company if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.

Alternative Payment with Stock. Notwithstanding Not withstanding the foregoing provisions requiring payment by check, if stock of the class classes then subject to this Option these Options is then Publicly Publically Traded, payment of such purchase price or any portion thereof may also be made in whole whold or in part with shares of the same class of stock as that then subject to this Optionthese Options, surrendered in lieu of the payment of cash concurrently with such exercise, the shares so surrendered to be valued on the basis of the Fair Market Value of the stock on the date of exercise, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed endorsee or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (a) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (b) the right or power of the person exercising the Option to deliver deliever such shares in payment of the purchase price is subject to the prior interests of any other person (excepting the Company) as indicated by legends upon the certificate(s) or known to the Company. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising exercisiong the Option pays the purchase price in acceptable form. If and while payment with stock is permitted in accordance with the foregoing provision, the person perosn then entitled to exercise this Option these Options may, in lieu of using previously outstanding stock therefor, use some of the shares as to which this Option is these Options are then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain so many shares that would otherwise have been delivered by the Company upon that exercise of this Option these Options as equals the number of shares that would have been surrendered to the Company if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option these Options with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock of the class then subject to this Option is then Publicly Traded, payment of such purchase price or any portion thereof may also be made in whole or in part with shares of stock of the same class of stock as that the shares then subject to this Option, surrendered in lieu if shares of the payment of cash concurrently with that class are then publicly traded (as defined below), such exercise, the shares so surrendered to be valued on credited toward such purchase price at the basis of the Fair Market Value of the stock on the date of exercisePrice thereof as defined in Section 8, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (ai) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (bii) the right or power of the person exercising the Option to deliver such shares in payment of the said purchase price is subject to the prior interests of any other person (excepting the Company) ), as indicated by legends upon the certificate(s) or as known to the Company. For purposes of this Section, "publicly traded" shares are those which are listed or admitted to unlisted trading privileges on a national securities exchange or as to which sales or bid and offer quotations are reported in the automated quotation system ("NASDAQ") operated by the National Association of Securities Dealers, Inc. ("NASD"). If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising the Option pays the purchase price in acceptable form. If and while payment of the purchase price with stock is permitted in accordance with the foregoing provisionprovisions, the person then entitled to exercise this Option may, in lieu of using previously outstanding stock shares therefor, use some of the shares as to which this Option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain withhold so many of the shares that would otherwise have been delivered by the Company upon that exercise of this Option as equals the number of shares that would have been surrendered transferred to the Company if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock of the class then subject to this Option is then Publicly Traded, payment of such purchase price or any portion thereof may also be made in whole or in part with shares of stock of the same class of stock as that the shares then subject to this Option, surrendered in lieu if shares of the payment of cash concurrently with that class are then Publicly Traded (as defined herein), such exercise, the shares so surrendered to be valued credited toward such purchase price on the valuation basis of the Fair Market Value of the stock on the date of exerciseset forth below, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (ai) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (bii) the right or power of the person exercising the Option to deliver such shares in payment of the said purchase price is subject to the prior interests of any other person (excepting the Company) ), as indicated by legends upon the certificate(s) or as known to the Company. For credit toward the purchase price, shares so surrendered shall be valued at their Fair Market Value (as defined herein) as of the day immediately preceding the delivery to the Company of the certificate(s) evidencing such shares. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising the Option pays the purchase price in acceptable form. If and while payment of the purchase price with stock is permitted in accordance with the foregoing provisionprovisions, the person then entitled to exercise this Option may, in lieu of using previously outstanding stock shares therefor, use some of the shares as to which this Option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain withhold so many of the shares that would otherwise have been delivered by the Company upon that exercise of this Option as equals the number of shares that would have been surrendered transferred to the Company if the purchase price had been paid with previously issued stock. If The forms of alternative payment permitted under this paragraph may also be used for payment of the amounts required to be withheld for taxes, but any shares of stock withheld by the Company is for this purpose shall not exceed the number required to withhold on account of any satisfy the minimum statutory withholding rates applicable for federal, state or and local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheldtaxes.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock of the class then subject to this Option is then Publicly Traded, payment of such purchase price or any portion thereof may also be made in whole or in part with shares of stock of the same class of stock as that the shares then subject to this Option, surrendered in lieu if shares of the payment of cash concurrently with that class are then publicly traded (as defined below), such exercise, the shares so surrendered to be valued credited toward such purchase price on the valuation basis of the Fair Market Value of the stock on the date of exerciseset forth below, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (ai) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (bii) the right or power of the person exercising the Option to deliver such shares in payment of the said purchase price is subject to the prior interests of any other person (excepting the Company) ), as indicated by legends upon the certificate(s) or as known to the Company. If the Company rejects the payment in stock, the tendered notice For purposes of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising the Option pays the purchase price in acceptable form. If and while payment with stock is permitted in accordance with the foregoing provision, the person then entitled this paragraph: (a) "publicly traded" shares are those which are listed or admitted to exercise this Option may, in lieu of using previously outstanding stock therefor, use some of the shares unlisted trading privileges on a national securities exchange or as to which this Option is then being exercised, bid and offer quotations are reported in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain so many shares that would otherwise have been delivered automated quotation system ("NASDAQ") operated by the Company upon that exercise National Association of this Option Securities Dealers, Inc. ("NASD") and (b) for credit toward the purchase price, shares so surrendered shall be valued as equals of the number of shares that would have been surrendered day immediately preceding the delivery to the Company of the certificate(s) evidencing such shares (or, if such day is not a trading day in the purchase U.S. securities markets, on the nearest preceding trading day), on the basis of the closing price had been paid of stock of the class as reported with previously issued stock. If respect to the Company is required market (or the composite of the markets, if more than one) in which such shares are then traded or, if no such closing prices are reported, the lowest independent offer quotation reported therefor in Level 2 of NASDAQ, or, if no such quotations are reported, on the basis of the most nearly comparable valuation method acceptable to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheldCompany.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock of the class then subject to this Option is then Publicly Traded, payment of such purchase price or any portion thereof may also be made in whole or in part with shares of stock of the same class of stock as that the shares then subject to this Option, surrendered in lieu if shares of the payment of cash concurrently with that class are then Publicly Traded (as defined herein), such exercise, the shares so surrendered to be valued credited toward such purchase price on the valuation basis of the Fair Market Value of the stock on the date of exerciseset forth below, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (ai) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (bii) the right or power of the person exercising the Option to deliver such shares in payment of the said purchase price is subject to the prior interests of any other person (excepting the Company) ), as indicated by legends upon the certificate(s) or as known to the Company. For credit toward the purchase price, shares so surrendered shall be valued at their Fair Market Value (as defined herein) as of the day immediately preceding the delivery to the Company of the certificate(s) evidencing such shares. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising the Option pays the purchase price in acceptable form. If and while payment of the purchase price with stock is permitted in accordance with the foregoing provisionprovisions, the person then entitled to exercise this Option may, in lieu of using previously outstanding stock shares therefor, use some of the shares as to which this Option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain withhold so many of the shares that would otherwise have been delivered by the Company upon that exercise of this Option as equals the number of shares that would have been surrendered transferred to the Company if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock at the time of exercise this Option, the Grantee is an employee or officer of the class then subject to this Option is then Publicly Traded, Company payment of such purchase price or any portion thereof may also be made in whole or in part with shares of stock of the same class of stock as that the shares then subject to this Option, surrendered in lieu if shares of the payment of cash concurrently with that class are then Publicly Traded (as defined herein), such exercise, the shares so surrendered to be valued credited toward such purchase price on the valuation basis of the Fair Market Value of the stock on the date of exerciseset forth below, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (ai) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (bii) the right or power of the person exercising the Option to deliver such shares in payment of the said purchase price is subject to the prior interests of any other person (excepting the Company) ), as indicated by legends upon the certificate(s) or as known to the Company. For credit toward the purchase price, shares so surrendered shall be valued at their Fair Market Value (as defined herein) as of the day immediately preceding the delivery to the Company of the certificate(s) evidencing such shares. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising the Option pays the purchase price in acceptable form. If and while payment of the purchase price with stock is permitted in accordance with the foregoing provisionprovisions, the person then entitled to exercise this Option may, in lieu of using previously outstanding stock shares therefor, use some of the shares as to which this Option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain withhold so many of the shares that would otherwise have been delivered by the Company upon that exercise of this Option as equals the number of shares that would have been surrendered transferred to the Company if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock of the class then subject to this Option is then Publicly Traded, payment of such purchase price or any portion thereof may also be made in whole or in part with shares of the same class of stock as that then subject to this Option, surrendered in lieu of the payment of cash concurrently with such exercise, the shares so surrendered to be valued on the basis of the Fair Market Value of the stock on the date of exercise, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (a) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (b) the right or power of the person exercising the Option to deliver such shares in payment of the purchase price is subject to the prior interests of any other person (excepting the Company) as indicated by legends upon the certificate(s) or known to the Company. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising the Option pays the purchase price in acceptable form. If and while payment with stock is permitted in accordance with the foregoing provision, the person then entitled to exercise this Option may, in lieu of using previously outstanding stock therefor, use some of the shares as to which this Option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain so many shares that would otherwise have been delivered by the Company upon that exercise of this Option as equals the number of shares that would have been surrendered to the Company if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "“Alternative Payment with Stock," ” the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock a. Payment of the class then subject to this Option is then Publicly TradedPurchase Price, payment of such purchase price or any portion thereof thereof, may also be made in whole or in part with shares of stock of the same class of stock as that the shares then subject to this a vested Option, surrendered in lieu if shares of that class are then "Publicly Traded" (i.e., if that class of stock is then registered under Section 12 of the payment Securities Exchange Act of cash concurrently with 1934, as amended). Such shares will be credited toward such exercise, the shares so surrendered to be valued purchase price on the valuation basis of the Fair Market Value of the stock on the date of exerciseset forth below, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (ai) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (bii) the right or power of the person Participant exercising the such vested Option to deliver such shares in payment of the purchase price Purchase Price is subject to the prior interests of any other person or entity (excepting the Company) ), as indicated by legends upon the certificate(s) or as known to the Company. For credit toward the Purchase Price, shares so surrendered shall be valued at their Fair Market Value (as hereinafter defined) as of the day immediately preceding the delivery to the Company of the certificate(s) evidencing such shares. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person Participant exercising the such vested Option pays the purchase price Purchase Price in acceptable form. If and while payment of the Purchase Price with stock is permitted in accordance with the foregoing provisionprovisions, the person Participant then entitled to exercise this any vested portion of the Option may, in lieu of using previously outstanding stock shares therefor, use some of the shares as to which this such vested portion of the Option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain withhold so many of the shares that would otherwise have been delivered by the Company upon that exercise of this such vested portion of the Option as equals the number of shares that would have been surrendered transferred to the Company if the purchase price Purchase Price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock of the class then subject to this Option is then Publicly Traded, payment of such purchase price or any portion thereof may also be made in whole or in part with shares of stock of the same class of stock as that the shares then subject to this the Option, surrendered in lieu if shares of the payment of cash concurrently with that class are then publicly traded (as defined below), such exercise, the shares so surrendered to be valued credited toward such purchase price on the valuation basis of the Fair Market Value of the stock on the date of exerciseset forth below, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the CompanyCorporation; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company Corporation if (ai) the Company Corporation is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (bii) the right or power of the person exercising the Option to deliver such shares in payment of the said purchase price is subject to the prior interests of any other person (excepting the Company) Corporation), as indicated by legends upon the certificate(s) or as known to the CompanyCorporation. For purposes of this paragraph: (a) "publicly traded" shares are those which are listed or admitted to unlisted trading privileges on a national securities exchange or as to which sales or bid and offer quotations are reported in the automated quotation system ("NASDAQ") operated by the National Association of Securities Dealers, Inc. ("NASD"); and (b) for credit toward the purchase price, shares so surrendered shall be valued as of the day immediately preceding the delivery to the Corporation of the certificate(s) evidencing such shares (or, if such day is not a trading day in the U.S. securities markets, on the nearest preceding trading day), on the basis of the closing price of stock of that class as reported with respect to the market (or the composite of the markets, if more than one) in which such shares are then traded, or if no such closing prices are reported, the lowest independent offer quotation reported therefor in NASDAQ, or if no such quotations are reported, on the basis of the most nearly comparable valuation method acceptable to the Corporation. If the Company Corporation rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless promptly after being notified of such rejection the person exercising the Option pays the purchase price in acceptable form. If and while payment of the purchase price with stock is permitted in accordance with the foregoing provisionprovisions, the person then entitled to exercise this the Option may, in lieu of using previously outstanding stock shares therefor, use some of the shares as to which this the Option is then being exercised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company Corporation to retain withhold so many of the shares that would otherwise have been delivered by the Company upon that exercise of this the Option as equals the number of shares that would have been surrendered transferred to the Company Corporation if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.

Alternative Payment with Stock. Notwithstanding the foregoing provisions requiring payment by check, if stock of the class then subject to this Option is then Publicly Tradedcash or cash equivalent, payment of such purchase price or any portion thereof may also be made in whole or in part with shares of stock of the same class of stock as that the shares then subject to this Option, surrendered in lieu if shares of the payment of cash concurrently with such exercisethat class are then publicly traded, the shares so surrendered to be valued on the basis of the Fair Market Value of the stock on the date of exercise, in which event the stock certificates evidencing the shares so to be used shall accompany the notice of exercise and shall be duly endorsed or accompanied by duly executed stock powers to transfer the same to the Company; provided, however, that such payment in stock instead of cash shall not be effective and shall be rejected by the Company if (ai) the Company is then prohibited from purchasing or acquiring shares of the class of its stock thus tendered to it, or (bii) the right or power of the person exercising the Option to deliver such shares in payment of the said purchase price is subject to the prior interests of any other person (excepting the Company) ), as indicated by legends upon the certificate(s) or as known to the Company. For purposes of this paragraph: For credit toward the purchase price, shares so surrendered shall be valued as of the trading day immediately preceding the delivery to the Company of the certificate(s) evidencing such shares, on the basis of the closing price of stock of the class as reported with respect to the market in which such shares are then traded, or if no such closing prices are reported the lowest independent offer quotation reported therefor or if no such quotations are reported on the basis of the most nearly comparable valuation method acceptable to the Company. If the Company rejects the payment in stock, the tendered notice of exercise shall not be effective hereunder unless unless, promptly after being notified of such rejection rejection, the person exercising the Option pays the purchase price in acceptable form. If and while payment of the purchase price with stock is permitted in accordance with the foregoing provisionprovisions, the person then entitled to exercise this Option may, in lieu of using previously outstanding stock shares therefor, use some of the shares as to which this Option is then being exercisedexcised, in which case the notice of exercise need not be accompanied by any stock certificates but shall include a statement directing the Company to retain withhold so many of the shares that would otherwise have been delivered by the Company upon that exercise of this Option as equals the number of shares that would have been surrendered transferred to the Company if the purchase price had been paid with previously issued stock. If the Company is required to withhold on account of any federal, state or local tax imposed as a result of an exercise of this Option with previously issued stock or by retention of some optioned shares under this Section entitled "Alternative Payment with Stock," the stock surrendered or retained shall include an additional number of shares whose Fair Market Value equals the amount thus required to be withheld.