Common use of Return of Vested Award Shares upon Substantial Vesting Event Clause in Contracts

Return of Vested Award Shares upon Substantial Vesting Event. The Recipient may, as of the close of business on the business day which is coincident with or which immediately follows the occurrence of an event pursuant to which such Award Shares become “substantially vested” within the meaning of Code §83, direct the Company to repurchase from the Recipient the smallest whole number of Vested Award Shares which, when multiplied by the Fair Market Value of the Common Stock on such business date, is sufficient to satisfy the amount of the withholding tax obligations imposed on the Company by reason of the vesting of the Award Shares. If the Recipient elects this method of satisfying withholding obligations, the Recipient acknowledges and understands that any Vested Award Shares repurchased from the Recipient may result in tax consequences to the Recipient. The Recipient’s election of a method of withholding under this Section 1.4 must be made prior to the date of occurrence of an event pursuant to which such Award Shares become “substantially vested” within the meaning of Code §83. The Recipient’s election of a method of withholding under this Section 1.4 shall, once made, be irrevocable. If the Recipient fails to timely make an election with respect to the vesting of any Award Shares, then the method specified in Section 1.4(b)(2) shall automatically apply.