Common use of Section 83(b) Election Clause in Contracts

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands Grantee hereby acknowledges that he or she has been informed that he or she may file with the Internal Revenue Service, within thirty (30) days of the Effective Date, an election pursuant to Section 83(a83(b) of the Internal Revenue Code taxes of 1986, as ordinary income amended, to be taxed as of the difference between Effective Date on the amount, if any, paid for the shares of Common Stock and amount by which the Fair Market Value of the Restricted Stock as of such shares at date exceeds the time the Restrictions on price paid for such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amountshares, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such IF GRANTEE CHOOSES TO FILE AN ELECTION UNDER SECTION 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE INCOME COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON GRANTEE’S BEHALF. BY SIGNING THIS AGREEMENT, GRANTEE REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX LAWS OF ANY MUNICIPALITYADVISORS THE FEDERAL, STATE OR FEDERAL GOVERNMENT OR STATE, LOCAL AND FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHTHE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. GRANTEE UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares and any Retained Distributions at the time the Restrictions on such shares Restricted Shares and Retained Distributions lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event that Participant files an 83(b) Election, Participant shall provide the Company a copy thereof prior to the expiration of such 30 day period. Participant understands that in the event an 83(b) Election is filed with the Internal Revenue Service within such time period, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Award hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH. PARTICIPANT XXXXXX ASSUMES ALL RESPONSIBILITY FOR FILING PARTICIPANT’S 83(b) ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM THE LAPSE OF THE RESTRICTIONS ON THE UNVESTED RESTRICTED SHARES AND RETAINED DISTRIBUTIONS. PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S PURCHASE OR DISPOSITION OF THE RESTRICTED SHARES AND PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant The Executive understands that under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as ordinary income amended (the “Code”), the difference between the amountpurchase price, if any, paid for the shares of Common Stock Restricted Shares and their fair market value on the Fair Market Value of date any forfeiture restrictions applicable to such shares Restricted Shares lapse will be reportable as ordinary income at that time. The Executive understands that the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant Executive may elect to be taxed at the time the Restricted Shares are acquired hereunder to the extent the fair market value of the Award DateRestricted Shares differs from the purchase price, if any, rather that at the time the Restrictions lapsethan when and as such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days after the Gxxx Date. If the fair market value of the Award DateRestricted Shares at the Grant Date equals the purchase price paid (and thus no tax is payable), the election should be made to avoid adverse tax consequences in the future. In Executive understands that failure to make this filing within the event Participant files an 30-day period will result in the recognition of ordinary income by Executive as the forfeiture restrictions lapse. THE EXECUTIVE ACKNOWLEDGES THAT IT IS THE EXECUTIVE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, EVEN IF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE EXECUTIVE REQUESTS THE COMPANY OR FEDERAL GOVERNMENT ITS REPRESENTATIVES TO MAKE THIS FILING ON THE EXECUTIVE’S BEHALF. THE EXECUTIVE IS RELYING SOLELY ON THE EXECUTIVE’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHNOT TO FILE A SECTION 83(b) ELECTION.

Section 83(b) Election. Participant understands The Grantee hereby acknowledges that Section 83(a) he has been informed that, with respect to the grant of Restricted Stock, an election may be filed by the Grantee with the Internal Revenue Service, within 30 days of the Code taxes as ordinary income the difference between the amountDate of Grant, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect electing pursuant to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days Code of 1986, as amended, to be taxed currently on the fair market value of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be completeon the Date of Grant. PARTICIPANT FURTHER ACKNOWLEDGES THAT IF THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(bGRANTEE CHOOSES TO FILE AN ELECTION UNDER SECTION 83(B) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. BY SIGNING THIS AGREEMENT, THE GRANTEE REPRESENTS THAT HE HAS REVIEWED WITH HIS OWN TAX LAWS OF ANY MUNICIPALITYADVISORS THE FEDERAL, STATE OR FEDERAL GOVERNMENT OR STATE, LOCAL AND FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHTHE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE GRANTEE UNDERSTANDS AND AGREES THAT HE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions on such shares Shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock the Shares hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant The Shareholder understands that ---------------------- under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as amended (the "Code"), the excess of the fair market value of the Stock to be purchased by the Shareholder on the date any forfeiture restrictions applicable to the shares lapse over the Purchase Price paid for such Stock may be reportable as ordinary income at that time. For this purpose, the difference between term "forfeiture restrictions" may include certain rights of the amountCorporation to repurchase the Stock pursuant to this Agreement. The Shareholder understands, if anyhowever, paid for that the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant Shareholder may elect to be taxed at the time of the Award DateStock is acquired hereunder, rather that at the time the Restrictions lapsethan when and as such Stock ceases to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Even if the fair market value of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which at the date of this Agreement fallsequals the Purchase Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. Participant acknowledges The Shareholder understands that failure to make this filing within the foregoing is only a summary thirty (30) day period will result in the recognition of ordinary income by the effect of United States federal income taxation with respect to Shareholder as the award of Restricted Stock hereunder, and does not purport to be completeforfeiture restrictions lapse. PARTICIPANT FURTHER THE SHAREHOLDER ACKNOWLEDGES THAT IT IS THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTIONSHAREHOLDER'S SOLE RESPONSIBILITY, AND NOT THE COMPANY HAS DIRECTED PARTICIPANT CORPORATION'S, TO SEEK INDEPENDENT ADVICE REGARDING FILE A TIMELY ELECTION UNDER SECTION 83(B), EVEN IF THE APPLICABLE PROVISIONS OF SHAREHOLDER REQUESTS THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE CORPORATION OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHITS REPRESENTATIVES TO MAKE THIS FILING ON HIS BEHALF.

Section 83(b) Election. Participant The Grantee understands that Section 83(a) 83 of the Code taxes may tax as ordinary compensation income the difference between the amountamount paid for the Restricted Shares, if any, paid for the shares of Common Stock and the Fair Market Value fair market value of the Restricted Shares as of the date any restrictions on the Restricted Shares lapse in the absence of an election under Section 83(b) of the Code. In this context, “restriction” means the forfeitability of the Restricted Shares pursuant to the terms of this Agreement. In the event the Common Shares are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to officers, directors, and 10% stockholders may also mean the six-month period after the acquisition of the Restricted Shares during which sales of certain securities by such shares at officers, directors, and ten percent (10%) stockholders would give rise to liability under Section 16(b) of the time the Restrictions on such shares lapseExchange Act. Participant The Grantee understands that, notwithstanding the preceding sentence, Participant that he may elect to be taxed at the time of the Award Date, Grantee receives the Restricted Shares and while the Restricted Shares are subjected to restrictions rather than waiting to be taxed on the Restricted Shares when and as the restrictions lapse. The Grantee realizes that at the time the Restrictions lapse, he may choose this tax treatment by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days of from the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock date hereof and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional by filing a copy of such 83(b) Election form should be filed election with his or her federal income tax return for the calendar tax year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect Restricted Shares were subjected to the award of Restricted Stock hereunderrestrictions. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY THE GRANTEE, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT AS THE COMPANY IS NOT RESPONSIBLE FOR FILING RESTRICTIONS LAPSE, ON ANY DIFFERENCE BETWEEN THE PARTICIPANT’S 83(b) ELECTIONPURCHASE PRICE, IF ANY, AND THE COMPANY HAS DIRECTED PARTICIPANT FAIR MARKET VALUE OF THE RESTRICTED SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO SEEK INDEPENDENT ADVICE REGARDING TIMELY FILE THE APPLICABLE PROVISIONS ELECTION UNDER SECTION 83(b) OF THE CODE, . THE INCOME GRANTEE ACKNOWLEDGES THAT HE SHALL CONSULT HIS OWN TAX LAWS ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF ANY MUNICIPALITY, STATE MAKING THE ELECTION UNDER SECTION 83(b) OF THE CODE AND ACKNOWLEDGES THAT HE SHALL NOT RELY ON THE COMPANY OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHITS ADVISERS FOR SUCH ADVICE.

Section 83(b) Election. Participant Holder understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant Holder understands that, notwithstanding the preceding sentence, Participant Holder may elect to be taxed at on the time Date of the Award DateGrant, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award DateDate of Grant. In the event Participant Holder files an 83(b) Election, Participant Holder will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award DateDate of Grant. Participant Xxxxxx further understands that an additional copy of such 83(b) Election form should be filed with his or her Xxxxxx’s federal income tax return for the calendar year in which the date of this Agreement falls. Participant Xxxxxx acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT XXXXXX FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANTHOLDER’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT XXXXXX TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT HOLDER MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTHOLDER’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares and any Retained Distributions at the time the Restrictions on such shares Restricted Shares and Retained Distributions lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event that Participant files an 83(b) Election, Participant shall provide the Company a copy thereof prior to the expiration of such 30 day period. Participant understands that in the event an 83(b) Election is filed with the Internal Revenue Service within such time period, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Award hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH. PARTICIPANT HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING PARTICIPANT’S 83(b) ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM THE LAPSE OF THE RESTRICTIONS ON THE UNVESTED RESTRICTED SHARES AND RETAINED DISTRIBUTIONS. PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S PURCHASE OR DISPOSITION OF THE RESTRICTED SHARES AND PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

Section 83(b) Election. Participant Director understands that under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as ordinary income amended (the difference between the amount"Code"), if any, paid for the shares of Common Stock and the Fair Market Value of the Restricted Shares on the date any forfeiture restrictions applicable to such shares Restricted Shares lapse, less the Purchase Price paid, if any, will be reportable as ordinary income at the time the Restrictions on such shares lapsethat time. Participant Director understands thatthat Director may, notwithstanding the preceding sentenceinstead, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by Restricted Shares are issued hereunder. By filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service I.R.S. within 30 thirty (30) days after the Date of the Award Date. In the event Participant files an 83(b) ElectionGrant, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares the Restricted Shares on the Date of Grant, less the Purchase Price, if any, will be reportable as ordinary income as of the Award DateDate of Grant. Participant further Director understands that an it may be advisable to file such election even if the Fair Market Value of the Restricted Shares at the Date of Grant equals the Purchase Price paid (and thus no tax is payable). The form for making this election is attached as Exhibit B hereto. Director understands that failure to make this filing within the 30-day period will result in the recognition of additional copy ordinary income by Director (in the event the Fair Market Value of such the Restricted Shares increases after the Date of Grant) as the forfeiture restrictions lapse. DIRECTOR ACKNOWLEDGES THAT IT IS DIRECTOR'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF DIRECTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON DIRECTOR'S BEHALF. DIRECTOR IS RELYING SOLELY ON DIRECTOR'S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT ELECTION AND NOT ON THE REPRESENTATIONS OF THE COMPANY IS NOT RESPONSIBLE FOR FILING OR ANY OF ITS EMPLOYEES OR AGENTS. DIRECTOR AGREES TO PROVIDE THE PARTICIPANT’S COMPANY A COPY OF ANY 83(b) ELECTION, AND ELECTION FILED WITH RESPECT TO THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHRESTRICTED SHARES ISSUED UNDER THIS AGREEMENT.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 'S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S 'S DEATH.

Section 83(b) Election. Participant Holder understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions Forfeiture Restriction on such shares lapseShares lapses. Participant Holder understands that, notwithstanding the preceding sentence, Participant Holder may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapseForfeiture Restriction lapses, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant Holder files an 83(b) Election, Participant Holder will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Grant Date. Participant Xxxxxx further understands that an additional copy of such 83(b) Election form should be filed with his or her Xxxxxx’s federal income tax return for the calendar year in which the date of this Agreement falls. Participant Xxxxxx acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Shares hereunder, and does not purport to be complete. PARTICIPANT XXXXXX FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANTHOLDER’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT HOLDER TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT HOLDER MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTHOLDER’S DEATH.

Section 83(b) Election. The Participant understands that under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as ordinary income amended (the “Code”), the difference between the amountpurchase price, if any, paid for the shares of Common Stock Restricted Shares and their fair market value on the Fair Market Value of date any forfeiture restrictions applicable to such shares Restricted Shares lapse will be reportable as ordinary income at the time the Restrictions on such shares lapsethat time. The Participant understands that, notwithstanding that the preceding sentence, Participant may elect to be taxed at the time the Restricted Shares are acquired hereunder to the extent the fair market value of the Award DateRestricted Shares differs from the purchase price, if any, rather that at the time the Restrictions lapsethan when and as such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of after the Award Grant Date. In The Participant understands that failure to make this filing within the event Participant files an 83(b) Election, Participant 30-day period will recognize result in the recognition of ordinary income in an amount equal to by the difference between Participant as the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Dateforfeiture restrictions lapse. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IT IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF. THE PARTICIPANT IS RELYING SOLELY ON THE PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant Purchaser understands that under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as amended (the “Code”), the excess of the fair market value of the Shares on the date any forfeiture restrictions applicable to such Shares lapse over the purchase price paid for such Shares will be reportable as ordinary income at that time. For this purpose, the difference between term “forfeiture restrictions” includes the amountright of the company to repurchase the Shares pursuant to Section 4 of this Agreement. Purchaser understands, if anyhowever, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant that Purchaser may elect to be taxed at the time of the Award DateShares are acquired hereunder, rather that at the time the Restrictions lapsethan when and as such Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Even if the fair market value of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which Shares at the date of this Agreement fallsequals the purchase price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. Participant acknowledges Purchaser understands that failure to make this filing within the foregoing is only a summary thirty (30) day period will result in the recognition of ordinary income by Purchaser as the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be completeforfeiture restrictions lapse. PARTICIPANT FURTHER PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY IS NOT RESPONSIBLE FOR OR ITS REPRESENTATIVES TO MAKE THIS FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHON HIS BEHALF.

Section 83(b) Election. Participant understands that that, under Section 83(a) of the Internal Revenue Code taxes of 1986, as amended (the “Code”), the Participant will recognize as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date, and will be responsible for paying all such taxes, and, if applicable, paying the Company the amount of any tax required to be withheld thereon at the time of such election, in the manner set forth in Section 3.4. Participant further understands that an additional a copy of such 83(b) Election form should must be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Award falls, and a copy delivered to the Company. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be completecomplete or to deal with any state local, or foreign tax requirements that might apply. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions on such shares Shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock the Shares hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands The Grantee hereby acknowledges that Section 83(a) the Grantee has been informed that, with respect to the grant of the Code taxes as ordinary income Director Shares, the difference between Grantee may file an election (the amount“Election”) with the U.S. Internal Revenue Service, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time within 30 days of the Award Dategrant of the Director Shares, rather that at the time the Restrictions lapse, by filing an election under electing pursuant to Section 83(b) of the Code (an “83(b) Election”) with to be taxed currently on the Internal Revenue Service within 30 days fair market value of the Award Director Shares on the Grant Date. In This will result in a recognition of taxable income to the event Participant files an 83(b) ElectionGrantee on the Grant Date, Participant will recognize ordinary income in an amount equal to the difference between fair market value of the amountDirector Shares on such date. Absent an Election, if any, paid for taxable income will be measured and recognized by the shares Grantee at the time or times on which the Director Shares vest. The Grantee is hereby encouraged to seek the advice of Common Stock the Grantee’s own tax consultants in connection with this Award and the Fair Market Value advisability of such shares as filing of the Award DateElection. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary An example of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be completeElection is attached as Annex A hereto. PARTICIPANT FURTHER THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF UNVESTED DIRECTOR SHARES ARE FORFEITED TO THE COMPANY. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION, EVEN IF THE GRANTEE REQUESTS THE COMPANY IS NOT RESPONSIBLE FOR OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE PARTICIPANTGRANTEE’S 83(b) ELECTION, AND BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS WITHIN 10 DAYS OF THE CODEFILING ANY ELECTION. IN ADDITION, THE INCOME TAX LAWS GRANTEE WOULD BE REQUIRED TO SATISFY ANY WITHHOLDING TAXES AT THE TIME OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHSUCH ELECTION.

Section 83(b) Election. Participant Employee understands that under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as ordinary income amended (the “Code”), the difference between the amountpurchase price, if any, paid for the shares of Common Stock Restricted Shares and their fair market value on the Fair Market Value of date any forfeiture restrictions applicable to such shares Restricted Shares lapse will be reportable as ordinary income at the time the Restrictions on such shares lapsethat time. Participant Employee understands that, notwithstanding the preceding sentence, Participant that Employee may elect to be taxed at the time the Restricted Shares are acquired hereunder to the extent the fair market value of the Award DateRestricted Shares differs from the purchase price, if any, rather that at the time the Restrictions lapsethan when and as such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days after the Xxxx Date. If the fair market value of the Award DateRestricted Shares at the Grant Date equals the purchase price paid (and thus no tax is payable), the election should be made to avoid adverse tax consequences in the future. In Employee understands that failure to make this filing within the event Participant files an 83(b) Election, Participant 30-day period will recognize result in the recognition of ordinary income in an amount equal to by Employee as the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Dateforfeiture restrictions lapse. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON EMPLOYEE’S BEHALF. EMPLOYEE IS RELYING SOLELY ON EMPLOYEE’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S TO FILE AN 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant Director understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant Director may elect to be taxed at the time of the Award DateDate of Grant, rather that than at the time the Restrictions restrictions lapse, by filing an election under Section 83(b) of the Code (an “"83(b) Election”") with the Internal Revenue Service within 30 days of the Award DateDate of Grant. In the event Participant Director files an 83(b) Election, Participant Director will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares as of the Award DateDate of Grant. Participant Director further understands that an additional copy of such 83(b) Election form should be filed with his or her Director's federal income tax return for the calendar year in which the date Date of this Agreement Grant falls. Participant Director acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Shares hereunder, and does not purport to be complete. PARTICIPANT DIRECTOR FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S DIRECTOR'S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT DIRECTOR TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT DIRECTOR MAY RESIDE, RESIDE AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHDIRECTOR'S DEATH AND OF GRANTEE'S DEATH OR FORFEITURE OF SHARES AFTER AN 83(b) ELECTION.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant The Recipient understands that under Section 83(a83 of the Internal Revenue Code of 1986, as may be amended, supplemented, or superseded from time to time (the “Code”), the fair market value of the Shares (or portion thereof) on the date of grant, or the date of receipt or on the date that any forfeiture restrictions applicable to the Shares (or portion thereof) lapse, minus the price paid, if any, for the Shares (or portion thereof) may be reportable as ordinary income to the Recipient on such date. For this purpose, the date the forfeiture restrictions lapse is the date on which the Shares (or portion thereof) become Vested Shares in accordance with Article III. The Recipient understands that if applicable the Recipient may, in its sole discretion, elect under Section 83(b) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award DateShares are acquired under this Agreement, rather than when the Shares (or a portion thereof) cease to be subject to the forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 days after the Grant Date. The Recipient understands that at failure to make this filing within such 30-day period will result in the recognition of ordinary income by the Recipient each time the Restrictions forfeiture restrictions lapse. The Recipient also understands and acknowledges that nothing in this Agreement guarantees that the vesting requirements of this award will be met. Accordingly, by filing a Recipient who makes an election under Section 83(b) of the Code (an “83(b) Election”) with may pay current taxes but may subsequently forfeit all rights to the Internal Revenue Service within 30 days of Unvested Shares by failing to meet the Award Datevesting requirements. In such a case, the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant Recipient acknowledges that the foregoing is only a summary Company has no obligation to reimburse or make whole the Recipient for the taxes paid in connection with an election under Section 83(b) of the effect of United States federal income taxation with respect to Code. The Recipient acknowledges that the award of Restricted Stock hereunder, and does Company is not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S providing any advice regarding the election under Section 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHof the Code including whether it is available and that the Company has advised it to consult its own professional advisors regarding any such election.

Section 83(b) Election. Participant understands Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(a83(b) of the Code taxes as ordinary income the to be taxed currently on any difference between the amountpurchase price of the exercised Shares and their Fair Market Value on the date of purchase. Since the Option is a nonqualified stock option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, paid for the shares of Common Stock and the Fair Market Value of such shares the exercised Shares, at the time the Restrictions on Option is exercised over the purchase price for the exercised Shares. Absent such shares lapse. Participant understands thatan Election, notwithstanding the preceding sentence, Participant may elect to taxable income generally will be taxed measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Award Date, rather that at Shares and the time advisability of filing of the Restrictions lapse, by filing an election Election under Section 83(b) of the Code (an “Code. A form of Election under Section 83(b) Election”) with the Internal Revenue Service within 30 days of the Award Dateis attached hereto as Exhibit 4 for reference. In the event Participant files an PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, EVEN IF PURCHASER REQUESTS THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE COMPANY OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S DEATHBEHALF.

Section 83(b) Election. Participant The Grantee understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions on such shares Shares lapse. Participant The Grantee understands that, notwithstanding the preceding sentence, Participant the Grantee may elect to be taxed at the time of the Award Datedate of grant, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Datedate of grant. In the event Participant the Grantee files an 83(b) Election, Participant the Grantee will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares as of the Award Datedate of grant. Participant The Grantee further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant The Grantee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Award hereunder, and does not purport to be complete. PARTICIPANT THE GRANTEE FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANTGRANTEE’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT THE GRANTEE TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT THE GRANTEE MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTTHE GRANTEE’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary #PageNum# income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions on such shares Shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income on the Grant Date in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock the Shares hereunder, and does not purport to be complete. If a Section 83(b) Election is made, no additional income will be recognized by the Participant upon the lapse of Restrictions on the Shares, but, if the Shares are subsequently forfeited, the Participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the Grant Date. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant Grantee understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant Grantee may elect to be taxed at the time of the Award DateDate of Grant, rather that than at the time the Restrictions restrictions lapse, by filing an election under Section 83(b) of the Code (an “"83(b) Election”") with the Internal Revenue Service within 30 thirty (30) days of the Award DateDate of Grant. In the event Participant Grantee files an 83(b) Election, Participant Grantee will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares as of the Award DateDate of Grant. Participant Grantee further understands that an additional copy of such 83(b) Election form should be filed with his or her Grantee's federal income tax return for the calendar year in which the date Date of this Agreement Grant falls. Participant Grantee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Shares hereunder, and does not purport to be complete. PARTICIPANT GRANTEE FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S GRANTEE'S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT GRANTEE TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT GRANTEE MAY RESIDE, RESIDE AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.GRANTEE'S DEATH OR FORFEITURE OF SHARES AFTER AN 83(b) ELECTION. - 4 -

Section 83(b) Election. Participant Grantee understands that that, under Section 83(a) of the Internal Revenue Code taxes of 1986, as amended (the “Code”), the Grantee will recognize as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares the Shares at the time the Restrictions on such shares Shares lapse. Participant Xxxxxxx understands that, notwithstanding the preceding sentence, Participant Grantee may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant Grantee files an 83(b) Election, Participant Grantee will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Date, and will be responsible for paying all such taxes, and, if applicable, paying the Company the amount of any tax required to be withheld thereon at the time of such election, in the manner set forth in Section 3.4. Participant Xxxxxxx further understands that an additional a copy of such 83(b) Election form should must be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Award falls, and a copy delivered to the Company. Participant Xxxxxxx acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunderthis Award, and does not purport to be completecomplete or to deal with any state, local or foreign tax requirements that might apply. PARTICIPANT XXXXXXX FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANTGRANTEE’S 83(b83(B) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT GRANTEE TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT GRANTEE MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTXXXXXXX’S DEATH.

Section 83(b) Election. Participant understands that You understand that, under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as ordinary income amended (the “Code”), the difference between the amountamount paid, if any, paid for the shares of Common Stock Shares and the their Fair Market Value of on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at the time the Restrictions on such shares lapsethat time. Participant understands that, notwithstanding the preceding sentence, Participant You understand that you may elect to be taxed at the time the Shares are granted hereunder to the extent of the Award Date, Fair Market Value of the Shares rather that at than when the time the Restrictions lapseShares cease to be subject to such forfeiture restrictions, by filing an election under Section section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days after the Date of Grant. The form for making this election is attached as Exhibit C hereto. You understand that failure to make this filing within the Award Date. In thirty (30) day period will result in the event Participant files an 83(b) Election, Participant will recognize recognition of ordinary income by you based on the Fair Market Value as the forfeiture restrictions lapse, including any increase in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as the Shares after the Date of the Award DateGrant. Participant further understands that an additional copy of such YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder), and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT EVEN IF YOU REQUEST THE COMPANY IS OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S TO FILE AN 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date, and will be responsible for paying all such taxes, and, if applicable, paying the Company the amount of any tax required to be withheld thereon at the time of such election, in the manner set forth in Section 3.5. Participant further understands that an additional copy acopy of such 83(b) Election form should must be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Award D falls, and a copy delivered to the Company. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be completecomplete or to deal with any state local, or foreign tax requirements that might apply. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. The Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. The Participant understands that, notwithstanding the preceding sentence, the Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event the Participant files an 83(b) Election, the Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Grant Date. The Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. The Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED THE PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF THE PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.