Glossary
These definitions are being provided for informational purposes only. Some of the information provided may not be available or applicable based upon your company plan or your individual situation. UBS Financial Services Inc. and its employees do not provide tax or legal advice; you should consult with your personal tax or legal advisor regarding your specific situation.
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Account Authorization Form (W-9/W-8BEN Form) The UBS Financial Services Inc. Account Authorization form is used to activate your stock benefit plan account. It includes the required IRS tax identification information and certificate for U.S. tax withholding on Form W-9 and W-8BEN to help prevent possible backup withholding and authorizes UBS Financial Services Inc. to pay your company for the shares you purchase. This form must be on file in order for you to complete a transaction.

ACH (Automatic Clearing House) Transfer Proceeds Method Allows you to transfer proceeds, resulting from a transaction, to a U.S. financial institution that participates in ACH. The proceeds from your transaction will be transferred to your selected ACH account five business days following your trade date.

Alternative Minimum Tax (AMT) A tax calculation that adds certain tax preference items back into adjusted gross income. If AMT is higher than the regular tax liability for the year, the regular tax and the amount by which the AMT exceeds the regular tax are paid.

Bid Price The price a buyer is willing to pay for a share of stock at a given time.

Blackout Period A period of time when shares of your company stock may not be exercised and/or sold. Employees should check with their company regarding specific blackout period information.

Capital Gain or Loss The profit or loss from the sale of a capital asset such as a share of stock. Capital gain may be short-term (one year or less) or long-term (more than one year).

Cash (RSA/RSU)

Meet tax liability with personal funds.


Cash Exercise This exercise method is for participants who want to exercise their vested options, hold the maximum number of shares and sell them at a later date. Participants must pay for all option costs and applicable taxes, fees and commissions.

Commission One of the fees charged by UBS Financial Services Inc. for executing a trade.

Disqualifying Disposition A sale or disposition of incentive stock option (ISO) shares within two years from the grant date or one year from the exercise date. The difference between the grant price and the lesser of the sale price or the fair market value of the shares at the date of exercise will be taxed as ordinary compensation income with the excess of any gain over the ordinary income portions taxed as a long-term or short-term capital gain, depending on the holding period of the shares.

Day Limit Order

This type of order the participant sets the minimum sale price (the "Limit Price") at which the trade is to be executed. If the market moves away from this price, the order will not be executed unless or until the market price returns to the Limit Price. If the order has not been executed by the end of the trading day, it will be automatically cancelled.*

* Please note that Market orders are executed before Limit and GTC orders, while Limit and GTC orders are entered in the order received.


Exercise The election to purchase the underlying shares under the terms of the option grant.

Exercise Date The election to purchase the underlying shares under the terms of the option grant.

Exercise Method A way to exercise your vested stock options (Cashless, Same Day Sale, Sell to Cover, Stock Swap, Cash Exercise, Sell to Raise Shares and Sell to Raise Cash. Please see the specific definitions).

Expiration Date The expiration date is the last day that a stock option can be exercised or converted to the underlying security as per the terms of your grant and may change based on your employment status. If this date falls on a weekend or holiday, you may be required to exercise your options by the close of the market on the business day before the expiration date. You should check your company’s plan documents for more specific information. If the stock option is not exercised by the expiration date, it is worthless and is no longer exercisable.

Fair Market Value (FMV) The stock price your Company uses to determine the value of your option upon exercise. For restricted stock awards/units, this is the stock price your Company uses to determine the value of your stock at time of vesting.

Companies may use different methods to determine the fair market value (for example: the average between the high and low stock price for the day, the prior day's closing price, sale price, etc.). You should check your company's plan documents for more specific information.

Good Till Canceled (GTC)

This type of order, the participant sets the minimum sale price (the "Limit Price") at which the trade is to be executed. If the market moves away from this price, the order will not be executed unless or until the market price returns to the Limit Price. This type of Limit Order remains in effect until it is executed or cancelled. Depending on your company's arrangement with us, some types of GTC orders to exercise options and sell shares may expire after a fixed number of days, or when your company enters a blackout period, or when your grant status changes.*

* Please note that Market orders are executed before Limit and GTC orders, while Limit and GTC orders are entered in the order received.


Grant Date The date on which your options, restricted stock units or restricted stock awards are awarded to you.

Grant Price (also called the Option or Strike Price) The price you pay for each share under the terms of your stock option grant when you exercise an option.

"In the Money" The current stock price exceeds the grant price of your stock option.

Incentive Stock Options (ISO) A type of employee stock option with a tax benefit, when you exercise, of not having to pay ordinary income tax. Instead, the options are taxed at a capital gains rate.

Insider Any person who may have access to non-public information about a corporation.

Intrinsic Value The difference between the grant price of an "in the money" option and the current market value of the underlying stock.

Limit Order

This type of order the participant sets the minimum sale price (the "Limit Price") at which the trade is to be executed. If the market moves away from this price, the order will not be executed unless or until the market price returns to the Limit Price. Thus, the participant may not receive an execution of that order.*

* Please note that Market orders are executed before Limit and GTC orders, while Limit and GTC orders are entered in the order received.


Limit Price The specific target price or higher at which shares should be sold on a Limit Order (see Good Till Cancelled/GTC and Limit Order).

Market Order

This type of order is to sell shares as promptly as possible at the prevailing market price. It is not a guarantee of a specific price.*

* Please note that Market orders are executed before Limit and GTC orders, while Limit and GTC orders are entered in the order received.


Market Price The last reported price at which a security was sold on an exchange.

Non-Qualified Stock Option (NQSO) A type of option that triggers ordinary income tax obligations upon exercise, regardless of whether or not you sell your shares of stock. This is the most common type of stock option issued by companies.

Option Agreement (also called Award Agreement) The Option Agreement is provided at the time the options are granted and defines the key terms of your options. Please pay close attention to the terms and maintain this agreement for future reference.

Option Price (also called the Grant or Strike Price) The price you pay for each share under the terms of your stock option grant when you exercise an option.

Option Type There are two primary types of options, Incentive Stock Options (ISO) and Non-Qualified Stock Options (NQSO). Please see the specific definitions for more information.

Order Type The instructions to a brokerage firm for the purchase or sale of a security with specific conditions. There are four standard order types: Market, Day Limit, Good Till Cancelled and Stop orders. Market orders are executed first and Day Limit and Good Till Cancelled orders are entered in the order received.

Proceeds The funds generated from the sale of shares.

Same Day Sale (also known as Cashless Exercise) This exercise of available options and the sale of all shares resulting from the option exercise. Proceeds of the sale are used to cover the option cost and applicable taxes, fees and commissions. Funds remaining are available to the optionee.

Sell All

All shares from vesting will be sold and funds withheld from proceeds to meet tax liability.


Sell to Cover Meet tax liability by selling shares from vesting.

Sell to Raise Cash This exercise method is for participants who want to receive a specific amount of cash after exercising their available stock options.

Sell to Raise Shares This exercise method is for participants who want to receive a specific number of shares after exercising their available stock options.

Shares of Stock Shares of stock represent ownership in a corporation. As a shareholder, you may be entitled to receive dividends (if declared), vote at shareholder meetings and sell your shares.

Shares Vested (RSA/RSU) The number of shares which are no longer subject to the restriction period. Once the Fair Market Value (FMV) has been determined, the net shares will be delivered according to the selected Share Delivery Method.

Spread The difference between the grant price and fair market value of the underlying shares on the date of exercise.

Stock Option Your opportunity (not the obligation) to purchase a set number of shares of stock at a fixed price for a set period of time. You do not own stock until you exercise your options.

Stock Swap This exercise method is for participants who want to use mature shares (previously owned) to pay for all exercise costs.

Stop Order This type of order is electronically held at the order desk and, when a specified price (the "Stop Price") is reached, the order is handled as a Market Order at the price then prevailing. The prevailing market price at the time the order is executed may not be the same as the Stop Price. Thus, for example, in a declining market, a sell Stop Order may be executed at a lower price than the Stop Price. This order is used to protect unrealized profit or to limit loss. Please contact a Representative for assistance in placing a Stop Order.

Strike Price (also called the Grant or Option Price) The price you pay for each share under the terms of your stock option grant when you exercise an option.

Tax Basis (Award FMV) The value used to calculate taxes due. The definition of Fair Market Value (FMV) is determined by your company. For restricted awards this becomes your cost basis for capital gains purposes.

Tax Payment Method

The method chosen to meet any tax liabilities (your company's default will be used if no method has been elected).  The methods that may be available include: Cash, Withhold, Sell to Cover, Sell, All or Other (processed prior to UBS Financial Services Inc. handling plan).  Please see the specific definitions for each.


Time Value An option's potential to provide a realizable gain to the optionee over the remaining term of the option.

"Under Water" Options where the grant price is greater than the current market value.

Vesting Date The date when options from a grant become eligible for exercise. For restricted stock awards/units, this is the date on which awards/units can be sold or transferred under the terms of your company's plan document.  Also referred to as Lapse Date.

Vesting Period/Schedule The period of time that must pass before you can exercise your options.

Withhold (RSA)

Meet tax liability using shares from vesting.