1666                             Laws of Maryland                       Ch. 574

may be paid in whole or in part in money, in other property, tangi-
ble or intangible, or in labor or services actually performed for
the corporation. Future labor or future services or obligations of
the purchaser for future payments shall not constitute payment or
part payment for shares of stock or convertible securities of a cor-
poration, except as provided in subsection (d) of this section, but
may constitute payment for warrants or options as aforesaid if paid
or performed prior to the issue by the corporation of the shares of
stock or convertible securities subject to the said warrants or op-
tions.

(b)  When payment of the consideration for which any such shares
of stock or convertible securities are to be issued has been received
by the corporation, such shares of stock or convertible securities
shall be deemed to be full paid and nonassessable.

(c)  In the absence of actual fraud in the transaction, any valua-
tion fixed by the board of directors, or as set forth in the charter
of the corporation, of consideration to be received for shares of
stock or convertible securities shall be conclusive for all purposes.

22.

(d) Installment Payments; Options or Warrants.—Obligations of
a director, officer or employee of a corporation 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 employer under a stock

option plan authorising such method of payment and approved sub-
sequent to the effective date of this subsection 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 a director, officer or employee
under any plan adopted and approved prior to the effective date
hereof, if the 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. Under
this section no certificate for stock shall be delivered to a stockholder,
prior to full payment therefor, unless the fact that the stock is partly
paid is noted conspicuously on the face or back of such certificate.

(D) OBLIGATIONS OF A DIRECTOR, OFFICER OR EM-
PLOYEE OF A CORPORATION FOR FUTURE PAYMENTS TO
THE CORPORATION SHALL BE PERMITTED AS PAYMENT
OR PART PAYMENT FOR SHARES OF STOCK OF THE COR-
PORATION PURCHASED PURSUANT TO A RIGHT OR OPTION
ISSUED SUCH DIRECTOR, OFFICER OR EMPLOYEE UNDER
A STOCK OPTION PLAN WHICH IS A QUALIFIED OR RE-
STRICTED STOCK OPTION PLAN AS DEFINED IN THE
UNITED STATES INTERNAL REVENUE CODE AND WHICH
AUTHORIZES SUCH METHOD OF PAYMENT AND IS AP-
PROVED SUBSEQUENT TO THE EFFECTIVE DATE OF THIS
SUBSECTION 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 A DIRECTOR, OFFICER OR EMPLOYEE
UNDER ANY SUCH QUALIFIED OR RESTRICTED STOCK
OPTION PLAN WHICH WAS ADOPTED AND APPROVED