Common use of of the Code Clause in Contracts

of the Code. The CEO understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Initial Shares, if anything, and the fair market value of the Initial Shares as of the date any restrictions on the Initial Shares lapse. In this context, “restriction” means the right of the Company to reacquire the Initial Shares pursuant to the Unvested Share Reacquisition Right contained in this Agreement. The CEO understands that he or she may elect to be taxed at the time the Initial Shares are acquired rather than when and as the Unvested Share Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of acquisition. The CEO understands that failure to make this filing timely will result in the recognition of ordinary income by the CEO, as the Unvested Share Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Initial Shares at the time such restrictions lapse. The CEO further understands, however, that if Unvested Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Unvested Share Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the CEO for the forfeited shares over the amount realized (if any) upon their forfeiture. If the CEO has paid nothing for the forfeited shares and has received no payment upon their forfeiture, the CEO understands that he or she will be unable to recognize any loss on the forfeiture of the Unvested Shares even though the CEO incurred a tax liability by making an election under Section 83(b).

of the Code. The CEO Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Initial Shares, if anything, and the fair market value of the Initial Shares as of the date any restrictions on which the Initial Shares lapseare "substantially vested," within the meaning of Section 83. In this context, “restriction” "substantially vested" means that the right of the Company to reacquire the Initial Shares pursuant to the Unvested Share Company Reacquisition Right contained in this Agreementhas lapsed. The CEO Participant understands that he or she may elect to be taxed have his or her taxable income determined at the time he or she acquires the Initial Shares are acquired rather than when and as the Unvested Share Company Reacquisition Right expires lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service within no later than thirty (30) days from after the date of acquisitionacquisition of the Shares. The CEO Participant understands that failure to make this a timely filing timely under Section 83(b) will result in the his or her recognition of ordinary income by the CEOincome, as the Unvested Share Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Initial Shares at the time such restrictions lapse. The CEO Participant further understands, however, that if Unvested Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Unvested Share Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the CEO Participant for the forfeited shares Shares over the amount realized (if any) upon their forfeiture. If the CEO Participant has paid nothing for the forfeited shares Shares and has received no payment upon their forfeiture, the CEO Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Unvested Shares even though the CEO Participant incurred a tax liability by making an election under Section 83(b).

of the Code. The CEO understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Initial Shares, if anything, and the fair market value of the Initial Shares as of the date any restrictions on the Initial Shares lapse. In this context, “restriction” means the right of the Company to reacquire the Initial Shares pursuant to the Unvested Share Reacquisition Right contained in this Agreement. The CEO understands that he or she may elect to be taxed at the time the Initial Shares are acquired rather than when and as the Unvested Share Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of acquisition. The CEO understands that failure to make this filing timely will result in the recognition of ordinary income by the CEO, as the Unvested Share Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Initial Shares at the time such restrictions lapse. The CEO further understands, however, that if Unvested Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Unvested Share Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the CEO for the forfeited shares over the amount realized (if any) upon their forfeiture. If the CEO has paid nothing for the forfeited shares and has received no payment upon their forfeiture, the CEO understands that he or she will be unable to recognize any loss on WEST\245959304.8 the forfeiture of the Unvested Shares even though the CEO incurred a tax liability by making an election under Section 83(b).

of the Code. The CEO Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Initial Shares, if anything, and the fair market value of the Initial Shares as of the date any restrictions on which the Initial Shares lapseare “substantially vested,” within the meaning of Section 83. In this context, “restrictionsubstantially vested” means that the right of the Company to reacquire the Initial Shares pursuant to the Unvested Share Company Reacquisition Right contained in this Agreementhas lapsed. The CEO Participant understands that he or she may elect to be taxed have his or her taxable income determined at the time he or she acquires the Initial Shares are acquired rather than when and as the Unvested Share Company Reacquisition Right expires lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service within no later than thirty (30) days from after the date of acquisitionacquisition of the Shares. The CEO Participant understands that failure to make this a timely filing timely under Section 83(b) will result in the his or her recognition of ordinary income by the CEOincome, as the Unvested Share Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Initial Shares at the time such restrictions lapse. The CEO Participant further understands, however, that if Unvested Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Unvested Share Company Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the CEO Participant for the forfeited shares Shares over the amount realized (if any) upon their forfeiture. If the CEO Participant has paid nothing for the forfeited shares Shares and has received no payment upon their forfeiture, the CEO Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Unvested Shares even though the CEO Participant incurred a tax liability by making an election under Section 83(b).

of the Code. The CEO Grantee understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Initial Shares, if anything, and the fair market value Fair Market Value of the Initial Shares as of the date any restrictions on which the Initial Shares lapseare “substantially vested,” within the meaning of Section 83 of the Code. In this context, “restrictionsubstantially vested” means that the right of the Company to reacquire the Initial Shares pursuant to the Unvested Share Reacquisition Right contained in this Agreementhas lapsed. The CEO Grantee understands that he or she may elect to be taxed have his or her taxable income determined at the time the Initial Shares are acquired rather than when and as the Unvested Share Reacquisition Right expires reacquisition right lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service within no later than thirty (30) days from after the date of acquisitionacquisition of the Shares. The CEO Grantee understands that failure to make this a timely filing timely under Section 83(b) of the Code will result in the his recognition of ordinary income by the CEOincome, as the Unvested Share Reacquisition Right reacquisition right lapses, on the difference between the purchase price, if anything, and the fair market value Fair Market Value of the Initial Shares at the time such restrictions lapse. The CEO Grantee further understands, however, that if Unvested Shares with respect to which an election under Section 83(b) of the Code has been made are forfeited to the Company pursuant to its Unvested Share Reacquisition RightCompany, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the CEO Grantee for the forfeited shares Shares over the amount realized (if any) upon their forfeiture. If the CEO Grantee has paid nothing for the forfeited shares Shares and has received no payment upon their forfeiture, the CEO Grantee understands that he or she will be unable to recognize any loss on the forfeiture of the Unvested Shares even though the CEO Grantee incurred a tax liability by making an election under Section 83(b)) of the Code.

of the Code. The CEO understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Initial Shares, if anything, and the fair market value of the Initial Shares as of the date any restrictions on the Initial Shares lapse. In this context, “restriction” means the right of the Company to reacquire the Initial Shares pursuant to the Unvested Share Reacquisition Right contained in this Agreement. The CEO understands that he or she may elect to be taxed at the time the Initial Shares are acquired rather than when and as the Unvested Share Reacquisition Right expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of acquisition. The CEO understands that failure to make this filing timely will result in the recognition of ordinary income by the CEO, as the Unvested Share Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Initial Shares at the time such restrictions lapse. The CEO further understands, however, that if Unvested Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Unvested Share Reacquisition Right, such forfeiture will be treated as a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the CEO for the forfeited shares over the amount realized (if any) upon their forfeiture. If the CEO has paid nothing for the forfeited shares and has received no payment upon their forfeiture, the CEO understands that he or she will be unable to recognize any loss on WEST\247678809.1 the forfeiture of the Unvested Shares even though the CEO incurred a tax liability by making an election under Section 83(b).