Common use of Certain Tax Matters Clause in Contracts

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock acquired hereunder, and the payment of dividends with respect to such shares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject to the Grantee promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld in connection with such award, vesting or payment.

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock acquired hereunder, and the payment of dividends with respect to such shares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his the Grantee’s rights hereunder, including the right to be issued shares of Stock upon the vesting of the Restricted Stock Units (or her rights hereunder any portion thereof), are subject to the Grantee Grantee’s promptly paying paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholdings are due, to the Company in cash (or by such other means as may be acceptable to the Company Administrator in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld withheld, if any. No shares of Stock will be required to be transferred pursuant to the vesting of the Restricted Stock Units (or any portion thereof) unless and until the Grantee or the person then holding the Award has remitted to the Company an amount in connection cash sufficient to satisfy any federal, state, or local requirements with respect to tax withholdings then due and has committed (and by accepting the Award the Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such awardshares, vesting or paymenthas made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the Grantee, but nothing in this sentence shall be construed as relieving the Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section. (b) The Grantee expressly acknowledges that because the Award consists of an unfunded and unsecured promise by the Company to deliver Stock in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award.

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) The Grantee Participant has been advised to confer promptly with a professional tax advisor to consider whether he or she the Participant should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) 30 days following the Date date of Grant“transfer” of the shares (as determined under Section 83 of the Code). The Company has made no recommendation to the Grantee Participant with respect to the advisability of making such an election. (b) . If the Grantee decides to make Participant makes an “83(b) election,” , the Grantee Participant agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant election pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall must be filed by the Grantee Participant with the appropriate Internal Revenue Service office no later than thirty (30) 30 days after the Date date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state transfer of his or her residence and whether such a filing is desirable under the circumstancesshares noted above. (cb) The To the extent the Participant is an Employee, the Participant expressly acknowledges that the award or vesting of the shares of Restricted Stock acquired hereunder, and the payment of dividends with respect to such shares, may give rise to “wages” subject to withholding. The Grantee Participant expressly acknowledges and agrees that his or her the Participant’s rights hereunder are subject to the Grantee Participant promptly paying remitting to the Company in cash or by check (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunderAdministrator) an amount sufficient to satisfy all taxes required to be withheld in connection with such award, vesting or payment. The Participant authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required tax withholdings or payments from any amounts otherwise owed to the Participant, but nothing in this sentence may be construed as relieving the Participant of any liability for satisfying his or her obligation under the preceding provisions of this Section 8. (c) To the extent the Participant is not an Employee, the Participant is responsible for satisfying and paying all taxes arising from or due in connection with the award, vesting or payments under this award of Restricted Stock. The Company will have no liability or obligation related to the foregoing.

Certain Tax Matters. The Grantee Participant expressly acknowledges that the following: (a) The Grantee Participant has been advised to confer promptly with a professional tax advisor to consider whether he or she the Participant should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations (including, without limitation, the requirement to provide a copy of such election to the Company in advance of filing such election under the Internal Revenue Code) and within thirty (30) days following the Date date of Grantthis award. The Company has made no recommendation to the Grantee Participant with respect to the advisability of making such an election. (b) If . In addition, the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock acquired hereunder, and the payment of dividends with respect to such sharesRestricted Stock, may give rise to “wages” subject to withholding. The Grantee undersigned expressly acknowledges and agrees that his or his/her rights hereunder are subject to the Grantee his/her promptly paying to the Company in cash (or by such other means as may be acceptable to the Company Administrator in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Restricted Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld in connection with such award, vesting or payment. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (ii) does not commit to structure the Restricted Stock to reduce or eliminate the Participant’s liability for Tax-Related Items.

Certain Tax Matters. The Grantee expressly agrees and acknowledges the following: (a) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she Grantee should make a so-called “83(b) election” with respect to the Restricted StockShares. Any such election, to be effective, must be made in accordance with the applicable regulations and filed with the Internal Revenue Service within thirty (30) days following the Date date this Award is granted, and Grantee must provide the Company with a copy of Grantthe 83(b) election. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesRestricted Shares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject to the Grantee his or her promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) satisfying all taxes required to be withheld in connection with this Award. Grantee may elect to have such awardtax withholding satisfied, vesting in whole or paymentin part, by (i) authorizing the Company to withhold a number of shares of Stock to be issued pursuant to this Award with a Fair Market Value equal to the amount of the required withholding tax, (ii) transferring to the Company previously owned shares of Stock with a Fair Market Value equal to the amount of the required withholding tax, or (iii) in the event Grantee is an employee of the Company at the time such withholding tax is effected, by withholding from the cash compensation payable to Grantee as of such date, equal to the amount of required withholding tax; provided, however, that the aggregate Fair Market Value of the number of shares of Stock that may be used to satisfy tax withholding requirements may not exceed the minimum statutorily required withholding amount with respect to such Award.

Certain Tax Matters. The Grantee undersigned expressly acknowledges the following: (a) a. The Grantee undersigned has been advised to confer promptly with a professional tax advisor to consider whether he or she the undersigned should make a so-called “83(b) election” with respect to the Restricted StockShares. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date date of Grantthis Award. The Company has made no recommendation to the Grantee undersigned with respect to the advisability of making such an election. . In the event that the undersigned makes an 83(b) election and incurs a tax liability as a result, the Company will, on a date prior to the date on which the taxes must be paid or withheld, make a lump sum payment (ba “Gross Up Payment”) If to the Grantee decides undersigned that will be sufficient, after giving effect to make an “federal, state, and local income taxes with respect to the Gross Up Payment, to pay any marginal increase in tax liability of the undersigned as a result of such 83(b) election,” the Grantee agrees to execute and deliver . For this purpose, a tax liability will be treated as incurred only to the Company a copy extent that the inclusion of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) income by reason of the Codegrant will increase the undersigned’s tax liability for the year of inclusion, substantially after giving effect to all losses, credits, carry-forwards, carry-backs, etc. that the undersigned may be able to utilize in such year and without regard to any decrease in losses, credits, carry-forwards, carry-backs, etc. and the form attached hereto as Exhibit A, together with a copy effect of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her any such decrease on other tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstancesyears. (c) b. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee undersigned expressly acknowledges and agrees that his or her rights hereunder are subject to the Grantee his promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld in connection with such award, vesting or payment.

Certain Tax Matters. The Grantee undersigned expressly acknowledges the following: (a) a. The Grantee undersigned has been advised to confer promptly with a professional tax advisor to consider whether he or she the undersigned should make a so-called “83(b) election” with respect to the Restricted StockShares. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date date of Grantthis Award. The Company has made no recommendation to the Grantee undersigned with respect to the advisability of making such an election. . In the event that the undersigned makes an 83(b) election and incurs a tax liability as a result, the Company will, on a date prior to the date on which the taxes must be paid or withheld, make a lump sum payment (ba “Gross Up Payment”) If to the Grantee decides undersigned that will be sufficient, after giving effect to make an “federal, state, and local income taxes with respect to the Gross Up Payment, to pay any marginal increase in tax liability of the undersigned as a result of such 83(b) election,” the Grantee agrees to execute and deliver . For this purpose, a tax liability will be treated as incurred only to the Company a copy extent that the inclusion of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) income by reason of the Codegrant will increase the undersigned’s tax liability for the year of inclusion, substantially after giving effect to all losses, credits, carry-forwards, carry-backs, etc. that the undersigned may be able to utilize in such year and without regard to any decrease in losses, credits, carry-forwards, carry-backs, etc. and the form attached hereto as Exhibit A, together with a copy effect of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her any such decrease on other tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstancesyears. (c) b. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment payments of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee undersigned expressly acknowledges and agrees that his or her rights hereunder are subject to the Grantee his promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld in connection with such award, vesting or payment.

Certain Tax Matters. The Grantee undersigned expressly acknowledges the following: (a) a. The Grantee undersigned has been advised to confer promptly with a professional tax advisor to consider whether he or she the undersigned should make a so-called “83(b) election” with respect to the Restricted StockShares. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date date of Grantthis Award. The Company has made no recommendation to the Grantee undersigned with respect to the advisability of making such an election. . In the event that the undersigned makes an 83(b) election and incurs a tax liability as a result, the Company will, on a date prior to the date on which the taxes must be paid or withheld, make a lump sum payment (ba “Gross Up Payment”) If to the Grantee decides undersigned that will be sufficient, after giving effect to make an “federal, state, and local income taxes with respect to the Gross Up Payment, to pay any marginal increase in tax liability of the undersigned as a result of such 83(b) election,” the Grantee agrees to execute and deliver . For this purpose, a tax liability will be treated as incurred only to the Company a copy extent that the inclusion of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) income by reason of the Codegrant will increase the undersigned’s tax liability for the year of inclusion, substantially after giving effect to all losses, credits, carry-forwards, carry-backs, etc. that the undersigned may be able to utilize in such year and without regard to any decrease in losses, credits, carry-forwards, carry-backs, etc. and the form attached hereto as Exhibit A, together with a copy effect of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her any such decrease on other tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstancesyears. (c) b. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee undersigned expressly acknowledges and agrees that his or her rights hereunder are subject to the Grantee her promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld in connection with such award, vesting or payment.

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) A. The Grantee has been advised to confer promptly with a professional understands that the Grantee is solely responsible for all tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation consequences to the Grantee in connection with respect this Award. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the Award and that the Grantee is not relying on the Company for any tax advice. By executing this Agreement, the Grantee acknowledges his or her understanding that the Grantee may file with the Internal Revenue Service an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Section 83(b) Election”), not later than 30 days after the Grant Date, to include in the Grantee’s gross income the Fair Market Value (as defined in the Plan) of the unvested Shares subject to the advisability Award as of making such an election. (bdate. Before filing a Section 83(b) If Election with the Internal Revenue Service, the Grantee decides to make an “83(bshall (i) election,” notify the Grantee agrees to execute and deliver Company of such election by delivering to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to a fully-executed Section 83(b) Election form, and (ii) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority with respect to such unvested Shares, or otherwise make arrangements satisfactory to the Company for the payment of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his such amounts through withholding or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstancesotherwise. (c) B. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject . C. As a condition precedent to the delivery of the Stock upon the vesting of the Award or at such other time as may be required pursuant to this Section 14, the Grantee promptly paying shall, upon request by the Company, pay to the Company in cash (or by such other means amount as the Company may be acceptable required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Grantee shall fail to advance the Required Tax Payments after request by the Company, (i) the Company may, in its discretion, including, if the Administrator so determines, deduct any Required Tax Payments from any amount then or thereafter payable by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by Company to the Grantee and/or (ii) the Committee may authorize the withholding of amounts from whole vested Shares which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date (as defined below), equal to the Required Tax Payments. D. The Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment hereunderto the Company, (2) all taxes delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of vested Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of vested Stock which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) any combination of (1), (2) and (3), or (5) any other method authorized by the Committee in its sole discretion and permitted by the Plan and applicable law. Shares of Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy any such obligation shall be withheld disregarded and the remaining amount due shall be paid in connection with such award, vesting or paymentcash by the Grantee. No certificate representing a Share shall be delivered until the Required Tax Payments have been satisfied in full.

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) A. The Grantee has been advised to confer promptly with a professional understands that the Grantee is solely responsible for all tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation consequences to the Grantee in connection with respect this Award. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the Award and that the Grantee is not relying on the Company for any tax advice. By accepting this Agreement, the Grantee acknowledges his or her understanding that the Grantee may file with the Internal Revenue Service an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Section 83(b) Election”), not later than 30 days after the Grant Date, to include in the Grantee’s gross income the Fair Market Value (as defined in the Plan) of the unvested Shares subject to the advisability Award as of making such an election. (bdate. Before filing a Section 83(b) If Election with the Internal Revenue Service, the Grantee decides to make an “83(bshall (i) election,” notify the Grantee agrees to execute and deliver Company of such election by delivering to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to fully-executed Section 83(b) of the Code, substantially in the form Election Form attached hereto as Exhibit AB, together and (ii) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority with a copy respect to such unvested Shares, or otherwise make arrangements satisfactory to the Company for the payment of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his such amounts through withholding or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstancesotherwise. (c) B. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject . C. As a condition precedent to the delivery of the Stock upon the vesting of the Award or at such other time as may be required pursuant to this Section 14, the Grantee promptly paying shall, upon request by the Company, pay to the Company in cash (or by such other means amount as the Company may be acceptable required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Grantee shall fail to advance the Required Tax Payments after request by the Company, (i) the Company may, in its discretion, including, if the Administrator so determines, deduct any Required Tax Payments from any amount then or thereafter payable by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by Company to the Grantee and/or (ii) the Committee may authorize the withholding of amounts from whole vested Shares which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date (as defined below), equal to the Required Tax Payments. D. The Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment hereunderto the Company, (2) all taxes delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of vested Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole vested Shares which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) any combination of (1), (2) and (3), or (5) any other method authorized by the Committee in its sole discretion and permitted by the Plan and applicable law. Shares of Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy any such obligation shall be withheld disregarded and the remaining amount due shall be paid in connection with such award, vesting or paymentcash by the Grantee. No certificate representing a Share shall be delivered until the Required Tax Payments have been satisfied in full.

Certain Tax Matters. The Grantee Participant expressly acknowledges that the following: (a) The Grantee Participant has been advised to confer promptly with a professional tax advisor to consider whether he or she the Participant should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations (including, without limitation, the requirement to provide a copy of such election to the Company in advance of filing such election under the Internal Revenue Code) and within thirty (30) days following the Date date of Grantthis award. The Company has made no recommendation to the Grantee Participant with respect to the advisability of making such an election. (b) If . In addition, the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock acquired hereunder, and the payment of dividends with respect to such sharesRestricted Stock, may give rise to “"wages” " subject to withholding. The Grantee undersigned expressly acknowledges and agrees that his or his/her rights hereunder are subject to the Grantee his/her promptly paying to the Company in cash (or by such other means as may be acceptable to the Company Administrator in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Restricted Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld in connection with such award, vesting or payment. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ("Tax-Related Items"), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant or vesting of the Restricted Stock or the subsequent sale of any shares; and (ii) does not commit to structure the Restricted Stock to reduce or eliminate the Participant’s liability for Tax-Related Items.

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if whether there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock acquired hereunder, and the payment of dividends with respect to such sharesshares subject thereto, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject to the Grantee promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts shares of Stock from any payment hereunderhereunder in accordance with the procedures approved by the Board or the Compensation Committee) all taxes required to be withheld in connection with such award, vesting or payment.

Certain Tax Matters. The Grantee undersigned expressly acknowledges the following: (a) a. The Grantee undersigned has been advised to confer promptly with a professional tax advisor to consider whether he or she the undersigned should make a so-called “83(b) election” with respect to the Restricted StockShares. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date date of Grantthis Award. The Company has made no recommendation to the Grantee undersigned with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) b. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee undersigned expressly acknowledges and agrees that his or his/her rights hereunder are subject to the Grantee him/her promptly paying to the Company all taxes required to be withheld in cash connection with such award, vesting or payment. Unless the undersigned elects otherwise, with respect to a particular vesting date under the Award, the Company shall withhold a number of Shares otherwise issuable to the undersigned having an aggregate Fair Market Value on such vesting date equal to the aggregate taxes required to be withheld in connection with the vesting of the Award (or but not in excess of the applicable minimum statutory withholding rate). If the undersigned elects not to have Shares withheld to cover the applicable tax withholding, the undersigned shall satisfy the applicable tax withholding by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of (including any Stock previously acquired hereunder hereunder) or by the withholding of amounts from any payment hereunder) all taxes required payments otherwise owed to be withheld in connection with such award, vesting the undersigned hereunder or paymentotherwise or by the delivery of cash by the undersigned to the Company).

Certain Tax Matters. The Grantee Gxxxxxx expressly agrees and acknowledges the following: (a) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she Grantee should make a so-called “83(b) election” with respect to the Restricted StockShares. Any such election, to be effective, must be made in accordance with the applicable regulations and filed with the Internal Revenue Service within thirty (30) days following the Date date this Award is granted, and Grantee must provide the Company with a copy of Grantthe 83(b) election. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesRestricted Shares, may give rise to “wages” subject to withholding. The Grantee Gxxxxxx expressly acknowledges and agrees that his or her rights hereunder are subject to the Grantee his or her promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) satisfying all taxes required to be withheld in connection with this Award. Grantee may elect to have such awardtax withholding satisfied, vesting in whole or paymentin part, by (i) authorizing the Company to withhold a number of shares of Stock to be issued pursuant to this Award with a Fair Market Value equal to the amount of the required withholding tax, (ii) transferring to the Company previously owned shares of Stock with a Fair Market Value equal to the amount of the required withholding tax, or (iii) in the event Grantee is an employee of the Company at the time such withholding tax is effected, by withholding from the cash compensation payable to Grantee as of such date, equal to the amount of required withholding tax.

Certain Tax Matters. The Grantee expressly agrees and acknowledges the following: (a) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she Grantee should make a so-called “83(b) election” with respect to the Restricted StockShares. Any such election, to be effective, must be made in accordance with the applicable regulations and filed with the Internal Revenue Service within thirty (30) days following the Date date this Award is granted, and Grantee must provide the Company with a copy of Grantthe 83(b) election. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesRestricted Shares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject to the Grantee his or her promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) satisfying all taxes required to be withheld in connection with this Award. Grantee may elect to have such awardtax withholding satisfied, vesting in whole or paymentin part, by (i) authorizing the Company to withhold a number of shares of Stock to be issued pursuant to this Award with a Fair Market Value equal to the amount of the required withholding tax, (ii) transferring to the Company previously owned shares of Stock with a Fair Market Value equal to the amount of the required withholding tax, or (iii) in the event Grantee is an employee of the Company at the time such withholding tax is effected, by withholding from the cash compensation payable to Grantee as of such date, equal to the amount of required withholding tax.

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) A. The Grantee has been advised to confer promptly with a professional understands that the Grantee is solely responsible for all tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation consequences to the Grantee in connection with respect this Award. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the Award and that the Grantee is not relying on the Company for any tax advice. By accepting this Agreement, the Grantee acknowledges his or her understanding that the Grantee may file with the Internal Revenue Service an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Section 83(b) Election”), not later than 30 days after the Grant Date, to include in the Grantee’s gross income the Fair Market Value of the unvested Shares subject to the advisability Award as of making such an election. (bdate. Before filing a Section 83(b) If Election with the Internal Revenue Service, the Grantee decides to make an “83(bshall (i) election,” notify the Grantee agrees to execute and deliver Company of such election by delivering to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to fully-executed Section 83(b) of the Code, substantially in the form Election Form attached hereto as Exhibit AB, together and (ii) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority with a copy respect to such unvested Shares, or otherwise make arrangements satisfactory to the Company for the payment of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his such amounts through withholding or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstancesotherwise. (c) B. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject . C. As a condition precedent to the delivery of the Stock upon the vesting of the Award or at such other time as may be required pursuant to this Section 11, the Grantee promptly paying shall, upon request by the Company, pay to the Company in cash (or by such other means amount as the Company may be acceptable required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Grantee shall fail to advance the Required Tax Payments after request by the Company, (i) the Company may, in its discretion, including, if the Administrator so determines, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Grantee and/or (ii) the Committee may authorize the withholding of whole vested Shares which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date (as defined below), equal to the Required Tax Payments. D. The Grantee may elect to satisfy the obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously acquired owned whole shares of Stock or having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of vested Stock acquired hereunder which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) any combination of (1), (2) and (3), or (5) any other method authorized by the withholding Committee in its sole discretion and permitted by the Plan and applicable law. Shares of amounts from any payment hereunder) all taxes Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy any such obligation shall be withheld disregarded and the remaining amount due shall be paid in connection with such award, vesting or paymentcash by the Grantee. No certificate representing a Share shall be delivered until the Required Tax Payments have been satisfied in full.

Certain Tax Matters. (a) The Grantee expressly acknowledges that, prior the following:Delivery Date, it is not possible to make a so-called “83(b) election” with respect to the Award because, prior to such time, the Award consists solely of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof. (ab) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she the Grantee should make a so-called “83(b) election” with respect to the Restricted StockEarned Shares following the Delivery Date. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Delivery Date and the Grantee must provide the Company with a copy of Grantthe 83(b) election prior to filing. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of By accepting this Award, the Restricted Stock acquired hereunder, and the payment of dividends with respect to such shares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his the Grantee’s rights hereunder, including the right to be issued Shares upon the vesting or her rights hereunder settlement of the Award (or any portion thereof), are subject to the Grantee Grantee’s promptly paying paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholding is due, to the Company in cash (or by such other means as may be acceptable to the Company Administrator in its discretiondiscretion (including through the Company’s withholding of Shares, including, if but not in excess of the minimum withholding required by law or such higher amount as determined by the Administrator so determinesto be consistent with treating the Award as an equity award for accounting purposes)), by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of all amounts from any payment hereunder) all taxes required to be withheld with respect to U.S. federal, state, local and non-U.S. taxes. No Shares will be required to be transferred pursuant to the vesting and settlement of the Award (or any portion thereof) unless and until the Grantee or the person then holding the Award has remitted to the Company an amount in connection cash sufficient to satisfy any U.S. federal, state, local and non-U.S. requirements with respect to tax withholdings then due and has committed (and by holding this Award the Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such awardShares, vesting or paymenthas made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the Grantee, but nothing in this sentence shall be construed as relieving the Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 9(c).

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) A. The Grantee has been advised to confer promptly with a professional understands that the Grantee is solely responsible for all tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation consequences to the Grantee in connection with respect this Award. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the Award and that the Grantee is not relying on the Company for any tax advice. By accepting this Agreement, the Grantee acknowledges his or her understanding that the Grantee may file with the Internal Revenue Service an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Section 83(b) Election”), not later than 30 days after the Grant Date, to include in the Grantee’s gross income the Fair Market Value of the unvested Shares subject to the advisability Award as of making such an election. (bdate. Before filing a Section 83(b) If Election with the Internal Revenue Service, the Grantee decides to make an “83(bshall (i) election,” notify the Grantee agrees to execute and deliver Company of such election by delivering to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to fully-executed Section 83(b) of the Code, substantially in the form Election Form attached hereto as Exhibit AB, together and (ii) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority with a copy respect to such unvested Shares, or otherwise make arrangements satisfactory to the Company for the payment of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his such amounts through withholding or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstancesotherwise. (c) B. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject . C. As a condition precedent to the delivery of the Stock upon the vesting of the Award or at such other time as may be required pursuant to this Section 14, the Grantee promptly paying shall, upon request by the Company, pay to the Company in cash (or by such other means amount as the Company may be acceptable required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Grantee shall fail to advance the Required Tax Payments after request by the Company, (i) the Company may, in its discretion, including, if the Administrator so determines, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Grantee and/or (ii) the Committee may authorize the withholding of whole vested Shares which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date (as defined below), equal to the Required Tax Payments. D. The Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously acquired owned whole shares of Stock or having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of vested Stock acquired hereunder which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) any combination of (1), (2) and (3), or (5) any other method authorized by the withholding Committee in its sole discretion and permitted by the Plan and applicable law. Shares of amounts from any payment hereunder) all taxes Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy any such obligation shall be withheld disregarded and the remaining amount due shall be paid in connection with such award, vesting or paymentcash by the Grantee. No certificate representing a Share shall be delivered until the Required Tax Payments have been satisfied in full.

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of the Restricted Stock acquired hereunder, and the payment of dividends with respect to such shares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his he or her rights hereunder are subject to the Grantee promptly she shall be responsible for satisfying and paying to the Company in cash (or by such other means as may be acceptable to the Company in its discretion, including, if the Administrator so determines, by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of amounts from any payment hereunder) all taxes required to be withheld arising from or due in connection with such award, the grant or vesting of the Restricted Stock. The Company shall have no liability or paymentobligation relating to the foregoing.

Certain Tax Matters. The Grantee Recipient expressly acknowledges the following: (a) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether Recipient acknowledges and agrees that he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to will execute and deliver to the Company promptly following the Date of Issue a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code A (the “Election Form”), substantially in the form attached hereto as Exhibit B. . The Election Form shall be filed by the Grantee Recipient with the appropriate Internal Revenue Service office office(s) no later than thirty (30) days after the Date of GrantIssue. Prior to making such filing(s), the Recipient shall provide a completed draft of such Election Form to the Company for its review and approval. The Grantee should Recipient acknowledges and agrees that he or she has the sole responsibility to consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (cb) The award issuance or vesting of the Restricted Stock acquired hereunder, and the payment of dividends with respect to such shares, may give rise to “wages” subject to withholding. The Grantee Recipient expressly acknowledges and agrees that his or her the Recipient’s rights hereunder are subject to the Grantee Recipient promptly paying to the Company in cash (or by such other means means) as may be acceptable to the Company Administrator in its discretion, including, if sole discretion (including through the Administrator so determines, by the delivery Company’s withholding of previously acquired shares of Stock or shares Stock, but not in excess of Stock acquired hereunder or the minimum withholding required by the withholding of law), all amounts from any payment hereunder) all taxes required to be withheld with respect to U.S. federal, state, local and non-U.S. taxes. The Recipient authorizes the Company and its Affiliates to withhold such amounts from any amounts otherwise payable to the Recipient, but nothing in connection this sentence should be construed as relieving the Recipient of any liability for satisfying his or her obligation under the preceding provisions of this Section. (c) The Company and the Recipient acknowledge and agree that as of the Date of Issue, the fair market value of each of the Restricted Stock and of the Units exchanged therefore is $[●]. The parties shall prepare and file all tax returns, including the Election Form, consistent with such award, vesting or paymentfair market value.

Certain Tax Matters. (a) The Grantee expressly acknowledges that, prior the following:Delivery Date, it is not possible to make a so-called “83(b) election” with respect to the Award because, prior to such time, the Award consists solely of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof. (ab) The Grantee has been advised to confer promptly with a professional tax advisor to consider whether he or she the Grantee should make a so-called “83(b) election” with respect to the Restricted StockEarned Shares following the Delivery Date. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date Delivery Date, and the Grantee must provide the Company with a copy of Grantthe 83(b) election prior to filing. The Company has made no recommendation to the Grantee with respect to the advisability of making such an election. (b) If the Grantee decides to make an “83(b) election,” the Grantee agrees to execute and deliver to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to Section 83(b) of the Code, substantially in the form attached hereto as Exhibit A, together with a copy of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstances. (c) The award or vesting of By accepting this Award, the Restricted Stock acquired hereunder, and the payment of dividends with respect to such shares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his the Grantee’s rights hereunder, including the right to be issued Shares upon the vesting or her rights hereunder settlement of the Award (or any portion thereof), are subject to the Grantee Grantee’s promptly paying paying, or in respect of any later requirement of withholding being liable promptly to pay at such time as such withholding is due, to the Company in cash (or by such other means as may be acceptable to the Company Administrator in its discretiondiscretion (including through the Company’s withholding of Shares, including, if but not in excess of the minimum withholding required by law or such higher amount as determined by the Administrator so determinesto be consistent with treating the Award as an equity award for accounting purposes)), by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by the withholding of all amounts from any payment hereunder) all taxes required to be withheld with respect to U.S. federal, state, local and non-U.S. taxes. No Shares will be required to be transferred pursuant to the vesting and settlement of the Award (or any portion thereof) unless and until the Grantee or the person then holding the Award has remitted to the Company an amount in connection cash sufficient to satisfy any U.S. federal, state, local and non-U.S. requirements with respect to tax withholdings then due and has committed (and by holding this Award the Grantee shall be deemed to have committed) to pay in cash all tax withholdings required at any later time in respect of the transfer of such awardShares, vesting or paymenthas made other arrangements satisfactory to the Administrator with respect to such taxes. The Grantee also authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise owed to the Grantee, but nothing in this sentence shall be construed as relieving the Grantee of any liability for satisfying his or her obligations under the preceding provisions of this Section 9(c).

Certain Tax Matters. The Grantee expressly acknowledges the following: (a) A. The Grantee has been advised to confer promptly with a professional understands that the Grantee is solely responsible for all tax advisor to consider whether he or she should make a so-called “83(b) election” with respect to the Restricted Stock. Any such election, to be effective, must be made in accordance with applicable regulations and within thirty (30) days following the Date of Grant. The Company has made no recommendation consequences to the Grantee in connection with respect this Award. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the Award and that the Grantee is not relying on the Company for any tax advice. By accepting this Agreement, the Grantee acknowledges his or her understanding that the Grantee may file with the Internal Revenue Service an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Section 83(b) Election”), not later than 30 days after the Grant Date, to include in the Grantee’s gross income the Fair Market Value (as defined in the Plan) of the unvested Shares subject to the advisability Award as of making such an election. (bdate. Before filing a Section 83(b) If Election with the Internal Revenue Service, the Grantee decides to make an “83(bshall (i) election,” notify the Grantee agrees to execute and deliver Company of such election by delivering to the Company a copy of the Acknowledgement and Statement of Decision Regarding Election Pursuant to fully-executed Section 83(b) of the Code, substantially in the form Election Form attached hereto as Exhibit AB, together and (ii) pay to the Company an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority with a copy respect to such unvested Shares, or otherwise make arrangements satisfactory to the Company for the payment of the Election Pursuant to Section 83(b) of the Code (the “Election Form”), substantially in the form attached hereto as Exhibit B. The Election Form shall be filed by the Grantee with the appropriate Internal Revenue Service office no later than thirty (30) days after the Date of Grant. The Grantee should consult with his such amounts through withholding or her tax advisor to determine if there is a comparable election to file in the state of his or her residence and whether such a filing is desirable under the circumstancesotherwise. (c) B. The award or vesting of the Restricted Stock Shares acquired hereunder, and the payment of dividends with respect to such sharesShares, may give rise to “wages” subject to withholding. The Grantee expressly acknowledges and agrees that his or her rights hereunder are subject . C. As a condition precedent to the delivery of the Stock upon the vesting of the Award or at such other time as may be required pursuant to this Section 14, the Grantee promptly paying shall, upon request by the Company, pay to the Company in cash (or by such other means amount as the Company may be acceptable required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Grantee shall fail to advance the Required Tax Payments after request by the Company, (i) the Company may, in its discretion, including, if the Administrator so determines, deduct any Required Tax Payments from any amount then or thereafter payable by the delivery of previously acquired shares of Stock or shares of Stock acquired hereunder or by Company to the Grantee and/or (ii) the Committee may authorize the withholding of amounts from whole vested Shares which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date (as defined below), equal to the Required Tax Payments. D. The Grantee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment hereunderto the Company, (2) all taxes delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of vested Stock having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold whole shares of vested Stock which would otherwise be delivered to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) any combination of (1), (2) and (3), or (5) any other method authorized by the Committee in its sole discretion and permitted by the Plan and applicable law. Shares of Stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. Any fraction of a Share which would be required to satisfy any such obligation shall be withheld disregarded and the remaining amount due shall be paid in connection with such award, vesting or paymentcash by the Grantee. No certificate representing a Share shall be delivered until the Required Tax Payments have been satisfied in full.