Common use of Section 83(b) Election for Restricted Stock Award Clause in Contracts

Section 83(b) Election for Restricted Stock Award. You understand that under Section 83(a) of the Code, the excess of the Fair Market Value of the Unvested Shares on the date the forfeiture restrictions lapse over the purchase price, if any, paid for such Shares will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “forfeiture restrictions” means the right of the Company to receive back any Unvested Shares upon termination of your employment or services with the Company or an Affiliate. You understand that you may elect under Section 83(b) of the Code to be taxed at the time the Unvested Shares are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “83(b) Election”) must be filed with the Internal Revenue Service within 30 days from the Grant Date of the Restricted Stock Award. You understand that (a) you will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the Company and (b) the 83(b) Election may cause you to recognize more ordinary income than you would have otherwise recognized if the value of the Unvested Shares subsequently declines. THE FORM FOR MAKING AN 83(b) ELECTION (AND FORM COVER LETTER TO BE SENT TO THE INTERNAL REVENUE SERVICE ALONG WITH A COMPLETED SECTION 83(b) ELECTION) ARE ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE RESTRICTIONS LAPSE. You further understand that an additional copy of such election form should be filed with your federal income tax return for the calendar year in which the date of this Agreement falls. You acknowledge that the foregoing is only a summary of the federal income tax laws that apply to the purchase of the Unvested Shares under this Agreement and does not purport to be complete. YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH YOU MAY RESIDE. You agree to execute and deliver to the Company with this Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Exhibit A. You further agree that you will execute and deliver to the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B if you choose to make such an election.

Section 83(b) Election for Restricted Stock Award. You understand that under Section 83(a) of the Code, the excess of the Fair Market Value fair market value of the Unvested Shares on the date the forfeiture restrictions lapse over the purchase priceamount paid for such Shares, if any, paid for such Shares will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “"forfeiture restrictions” " means the right of the Company to receive back any Unvested Shares upon termination of your employment as described in Section 6 or services with if the Company or an Affiliatevesting requirements applicable to the Shares are not satisfied. You understand that you may elect under Section 83(b) of the Code to be taxed at ordinary income rates on the time fair market value of the Unvested Shares at the time they are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “"83(b) Election”") must be filed with the Internal Revenue Service within 30 days from the Grant Date of the Restricted Stock Award. You understand that (a) you will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the Company and (b) the 83(b) Election may cause you to recognize more ordinary compensation income than you would have otherwise recognized if the value of the Unvested Shares subsequently declines. THE FORM FOR MAKING AN 83(b) ELECTION (AND FORM COVER LETTER TO BE SENT TO THE INTERNAL REVENUE SERVICE ALONG WITH A COMPLETED SECTION 83(b) ELECTION) ARE IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. C. YOU UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE RESTRICTIONS LAPSE. You further understand that an additional copy of such election form should be filed with your federal income tax return for the calendar year in which the date of this Agreement falls. You acknowledge that the foregoing is only a summary of the federal income tax laws that apply to the purchase award of the Unvested Shares under this Agreement and does not purport to be complete. YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE AND CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY MUNICIPALITY, STATE OR STATE FOREIGN COUNTRY IN WHICH YOU MAY RESIDE, AND THE TAX CONSEQUENCES OF YOUR DEATH. You agree to execute and deliver to the Company with this Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “"Acknowledgment”") attached hereto as Exhibit A. B. You further agree that you will execute and deliver to the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B C if you choose to make such an election.

Section 83(b) Election for Restricted Stock Award. You understand that under Section 83(a) of the Code, the excess of the Fair Market Value fair market value of the Unvested Shares on the date the forfeiture restrictions lapse over the purchase price, if any, amount paid for such Shares on the Grant Date will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “forfeiture restrictions” means the right of the Company to receive back any Unvested Shares upon termination of your employment or services with the Company or an AffiliateCompany. You understand that you may elect under Section 83(b) of the Code to be taxed at ordinary income rates on the time fair market value of the Unvested Shares at the time they are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “83(b) Election”) must be filed with the Internal Revenue Service within 30 days from the Grant Date of the Restricted Stock Award. You understand that (a) you will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the Company and (b) the 83(b) Election may cause you to recognize more ordinary compensation income than you would have otherwise recognized if the value of the Unvested Shares subsequently declines. THE FORM FOR MAKING AN 83(b) ELECTION (AND FORM COVER LETTER TO BE SENT TO THE INTERNAL REVENUE SERVICE ALONG WITH A COMPLETED SECTION 83(b) ELECTION) ARE IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE RESTRICTIONS LAPSE. You further understand that an additional copy of such election form should be filed with your federal income tax return for the calendar year in which the date of this Agreement falls. You acknowledge that the foregoing is only a summary of the federal income tax laws that apply to the purchase award of the Unvested Shares under this Agreement and does not purport to be complete. YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE AND CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY MUNICIPALITY, STATE OR STATE FOREIGN COUNTRY IN WHICH YOU MAY RESIDE, AND THE TAX CONSEQUENCES OF YOUR DEATH. You agree to execute and deliver to the Company with this Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Exhibit A. You further agree that you will execute and deliver to the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B if you choose to make such an election.

Section 83(b) Election for Restricted Stock Award. You understand that under Section 83(a) of the Code, the excess of the Fair Market Value fair market value of the Unvested Shares on the date the forfeiture restrictions lapse over the purchase price, if any, amount paid for such Shares on the Grant Date will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “"forfeiture restrictions” " means the right of the Company to receive back any Unvested Shares upon termination of your employment or services with the Company or an Affiliateif specified performance goals are not met. You understand that you may elect under Section 83(b) of the Code to be taxed at ordinary income rates on the time fair market value of the Unvested Shares at the time they are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “"83(b) Election”") must be filed with the Internal Revenue Service within 30 days from the Grant Date of the Restricted Stock Award. You understand that (a) you will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the Company and (b) the 83(b) Election may cause you to recognize more ordinary compensation income than you would have otherwise recognized if the value of the Unvested Shares subsequently declines. THE FORM FOR MAKING AN 83(b) ELECTION (AND FORM COVER LETTER TO BE SENT TO THE INTERNAL REVENUE SERVICE ALONG WITH A COMPLETED SECTION 83(b) ELECTION) ARE IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. C. YOU UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE RESTRICTIONS LAPSE. You further understand that an additional copy of such election form should be filed with your federal income tax return for the calendar year in which the date of this Agreement falls. You acknowledge that the foregoing is only a summary of the federal income tax laws that apply to the purchase award of the Unvested Shares under this Agreement and does not purport to be complete. YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE AND CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY MUNICIPALITY, STATE OR STATE FOREIGN COUNTRY IN WHICH YOU MAY RESIDE, AND THE TAX CONSEQUENCES OF YOUR DEATH. You agree to execute and deliver to the Company with this Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “"Acknowledgment”") attached hereto as Exhibit A. B. You further agree that you will execute and deliver to the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B C if you choose to make such an election.

Section 83(b) Election for Restricted Stock Award. You understand that under Section 83(a) of the Code, the excess of the Fair Market Value of the Unvested Shares on the date the forfeiture restrictions lapse over the purchase price, if any, paid for such Shares will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “forfeiture restrictions” means the right of the Company to receive back any Unvested Shares upon termination of your employment or services with the Company or an Affiliatea Related Corporation. You understand that you may elect under Section 83(b) of the Code to be taxed at the time the Unvested Shares are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “83(b) Election”) must be filed with the Internal Revenue Service within 30 days from the Grant Date of the Restricted Stock Award. Even if the Fair Market Value of the Unvested Shares on the Grant Date equals the purchase price, if any, (and thus no tax is payable), you must file the election within the 30-day period to avoid the risk of adverse tax consequences in the future. You understand that (a) you will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the Company and (b) the 83(b) Election may cause you to recognize more ordinary income than you would have otherwise recognized if the value of the Unvested Shares subsequently declines. THE FORM FOR MAKING AN 83(b) ELECTION (AND FORM COVER LETTER TO BE SENT TO THE INTERNAL REVENUE SERVICE ALONG WITH A COMPLETED SECTION 83(b) ELECTION) ARE IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE RESTRICTIONS LAPSE. You further understand that an additional copy of such election form should be filed with your federal income tax return for the calendar year in which the date of this Agreement falls. You acknowledge that the foregoing is only a summary of the federal income tax laws that apply to the purchase of the Unvested Shares under this Agreement and does not purport to be complete. YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH YOU MAY RESIDE. You agree to execute and deliver to the Company with this Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Exhibit A. You further agree that you will execute and deliver to the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B if you choose to make such an election.

Section 83(b) Election for Restricted Stock Award. You understand that Recipient understands that, under Section 83(a) of the Code, the excess of the Fair Market Value of the Unvested Shares on the date the forfeiture restrictions lapse over the purchase price, if any, paid for such Shares will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “forfeiture restrictions” means the right of the Company to receive back any Unvested Shares upon termination of your Recipient’s employment or services service relationship with the Company or an Affiliatea Subsidiary. You understand Recipient understands that you he or she may elect under Section 83(b) of the Code to be taxed at the time the Unvested Shares are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such Recipient understands that if he or she makes an election under Section 83(b) (an “83(b) Election”), the excess of the Fair Market Value of the Unvested Shares on the Grant Date over the purchase price, if any, paid for such Shares will be taxed on the Grant Date, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. The 83(b) Election must be filed with the Internal Revenue Service within 30 days from the Grant Date of the Restricted Stock Award. You understand Recipient understands that (a) you he or she will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the Company and (b) the 83(b) Election may cause you Recipient to recognize more ordinary compensation income than you he or she would have otherwise recognized if the value of the Unvested Shares subsequently declines. THE FORM FOR MAKING AN 83(b) ELECTION (AND FORM COVER LETTER TO BE SENT TO THE INTERNAL REVENUE SERVICE ALONG WITH A COMPLETED SECTION 83(b) ELECTION) ARE IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU UNDERSTAND RECIPIENT UNDERSTANDS THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU RECIPIENT AS THE FORFEITURE RESTRICTIONS LAPSE. You Recipient further understand understands that an additional copy of such election form should be filed with your Recipient’s federal income tax return for the calendar year in which the date of this Agreement Grant Date falls. You acknowledge Recipient acknowledges that the foregoing is only a summary of the federal income tax laws that apply to the purchase receipt of the Unvested Shares under this Agreement and does not purport to be complete. YOU RECIPIENT FURTHER ACKNOWLEDGE ACKNOWLEDGES THAT THE COMPANY HAS DIRECTED YOU RECIPIENT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE AND CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY MUNICIPALITY, STATE OR STATE FOREIGN COUNTRY IN WHICH YOU RECIPIENT MAY RESIDE, AND THE TAX CONSEQUENCES OF RECIPIENT’S DEATH. You agree Recipient agrees to execute and deliver to the Company with this Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Exhibit A. You Recipient further agree agrees that you Recipient will execute and deliver to the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B if you choose Recipient chooses to make such an election.

Section 83(b) Election for Restricted Stock Award. You understand that under Section 83(a) of the Code, the excess of the Fair Market Value fair market value of the Unvested Shares on the date the forfeiture restrictions lapse over the purchase price, if any, amount paid for such Shares on the Grant Date will be taxed, on the date such forfeiture restrictions lapse, as ordinary income subject to payroll and withholding tax and tax reporting, as applicable. For this purpose, the term “"forfeiture restrictions” " means the right of the Company to receive back any Unvested Shares upon termination of your employment or services with the Company or an AffiliateCompany. You understand that you may elect under Section 83(b) of the Code to be taxed at ordinary income rates on the time fair market value of the Unvested Shares at the time they are acquired, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (an “"83(b) Election”") must be filed with the Internal Revenue Service within 30 days from the Grant Date of the Restricted Stock Award. You understand that (a) you will not be entitled to a deduction for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the Company and (b) the 83(b) Election may cause you to recognize more ordinary compensation income than you would have otherwise recognized if the value of the Unvested Shares subsequently declines. THE FORM FOR MAKING AN 83(b) ELECTION (AND FORM COVER LETTER TO BE SENT TO THE INTERNAL REVENUE SERVICE ALONG WITH A COMPLETED SECTION 83(b) ELECTION) ARE IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B. YOU UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE RESTRICTIONS LAPSE. You further understand that an additional copy of such election form should be filed with your federal income tax return for the calendar year in which the date of this Agreement falls. You acknowledge that the foregoing is only a summary of the federal income tax laws that apply to the purchase award of the Unvested Shares under this Agreement and does not purport to be complete. YOU FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE AND THE INCOME TAX LAWS OF ANY MUNICIPALITY OR STATE IN WHICH YOU MAY RESIDE. You agree to execute and deliver to the Company with this Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”) attached hereto as Exhibit A. You further agree that you will execute and deliver to the Company with this Agreement a copy of the 83(b) Election attached hereto as Exhibit B if you choose to make such an election.