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

Section 83(b) Election. The Grantee hereby acknowledges that the Grantee has been informed that, with respect to the grant of the Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant of the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Date. This will result in recognition of taxable income to the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by the Grantee at the time the Restricted Shares vest. The Grantee is hereby encouraged to seek the advice of the Grantee’s own tax consultants in connection with the Restricted Shares and the advisability of filing the Election. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. 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 OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant exercise of the Restricted an Option for Unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 days of the grant purchase of the Restricted exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the Restricted Shares on exercised Shares, at the Grant Date. This will result in recognition of taxable income to time the Grantee on Option is exercised over the Grant Date, equal to purchase price for the Fair Market Value of the Restricted Shares on such dateexercised Shares. Absent such an Election, taxable income will be measured and recognized by the Grantee Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Grantee Purchaser is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANform of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEEPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEEPURCHASER’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant exercise of the Restricted an Option for unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (may be filed by the “Election”) Purchaser with the United States Internal Revenue Service, within 30 days of the grant purchase of the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value of the Restricted Shares on the Grant Datedate of purchase. This In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Grantee Purchaser on the Grant Datedate of exercise, equal to measured by the Fair Market Value excess, if any, of the Restricted Shares on such datefair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an Electionelection, taxable income will be measured and recognized by Purchaser at the Grantee time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the Shares. The Grantee Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANform of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEEPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S PURCHASERS BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee hereby acknowledges Shareholder understands that under section 83 of the Grantee has been informed thatInternal Revenue Code of 1986, with respect to as amended (the grant “Code”), the excess of the fair market value of the Restricted SharesShares 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 on such lapse date. For this purpose, if the Grantee is filing a U.S. federal income tax return for term “forfeiture restrictions” includes the year in which right of the grant of Company to repurchase the Restricted Shares occurs, the Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant of the Restricted Shares, electing pursuant to Section the Repurchase Right provided under Article V of this Agreement. Shareholder understands that he/she may elect under section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Date. This will result in recognition of taxable income to the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by the Grantee at the time the Restricted Shares vestare acquired hereunder, rather than when and as such Restricted Shares cease to be subject to such forfeiture restrictions. The Grantee is hereby encouraged to seek Such election must be filed with the advice Internal Revenue Service within thirty (30) days after the Date of Grant. Even if the Grantee’s own tax consultants in connection with fair market value of the Restricted Shares at the Date of Grant equals the Purchase Price paid (and thus no tax is payable), the advisability of filing election must be made to avoid adverse tax consequences in the Electionfuture. THE GRANTEE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT B HERETO. SHAREHOLDER UNDERSTANDS THAT ANY TAXES PAID FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE SHAREHOLDER AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANFORFEITURE RESTRICTIONS LAPSE. THE GRANTEE SHAREHOLDER ACKNOWLEDGES THAT IT IS THE GRANTEESHAREHOLDER’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S ’S, TO FILE A TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE SHAREHOLDER REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE’S HIS/HER BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes This filing should be made by registered or certified mail, return receipt requested, and Shareholder must retain two (2) copies of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open completed form for regular session tradingfiling with his or her state and federal tax returns for the current tax year and an additional copy for his or her records.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant exercise of the Restricted an Option for Unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 thirty (30) days of the grant purchase of the Restricted exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the Restricted Shares on exercised Shares, at the Grant Date. This will result in recognition of taxable income to time the Grantee on Option is exercised over the Grant Date, equal to purchase price for the Fair Market Value of the Restricted Shares on such dateexercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the Grantee time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Restricted option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. This discussion is intended only as a summary of the general United States income tax laws that apply to exercising Options as to Shares vestthat have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The Grantee federal, state and local tax consequences to any particular taxpayer will depend upon his or her individual circumstances. Purchaser is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANform of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEEPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEEPURCHASER’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee If the Employee is subject to United States federal income tax, the Employee hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant Restricted Stock Award, an election may be filed by the Employee with the Internal Revenue Service ("IRS"), within thirty (30) days of the issuance of the Restricted Shares, if Stock Award to the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant of the Restricted SharesEmployee, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed currently on any difference between the Fair Market Value purchase price of the Shares underlying the Restricted Stock Award (paid by the Employee for such Restricted Stock Award; in this Agreement, that amount is $0.00) and the fair market value of the Shares underlying the Restricted Stock Award on the Grant Date. This will result in recognition date of taxable income to purchase (market price for the Grantee on Class A Common Stock (the Grant Date, equal to the Fair Market Value of the Restricted Shares on such dateXxxxx Xxxxx per Share)). Absent such an Electionelection, taxable income will be measured and recognized by the Grantee Employee at the time of the Full Vesting Date (or such earlier vesting date pursuant to Section 2(c) above with respect to earlier-vested Shares of the Restricted Shares vestStock Award). Absent such an election, alternative minimum taxable income will be measured and recognized by the Employee at the time of vesting. The Grantee Employee is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the issuance of the Restricted Shares Stock Award and the advisability of filing of the Electionelection under Section 83(b) of the Code. The Employee shall promptly provide a copy of any such election filed with the IRS with the Company. As of the date this Agreement was drafted, the IRS provided information regarding the Section 83(b) election in its Publication 525 "Taxable and Non-Taxable Income", available on its website at xxx.XXX.xxx, which the Employee may want to review for informational purposes. The Employee understands and agrees that the Company is providing this information solely for the Employee's reference, and the Company is in no way responsible for any information provided on the IRS website, or available through hyperlinks located on the IRS website to other websites. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. THE GRANTEE EMPLOYEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S EMPLOYEE'S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S 'S, TO FILE TIMELY FILE THE ELECTION, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session tradingELECTION UNDER SECTION 83(b).

Section 83(b) Election. The Grantee hereby acknowledges Participant understands that the Grantee has been informed that, with respect to the grant Section 83 of the Restricted SharesInternal Revenue Code of 1986, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election as amended (the “ElectionCode”) with ), may tax as ordinary income the United States Internal Revenue Service, within 30 days of difference between the grant of amount paid for the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on Shares and the Fair Market Value of the Restricted Shares as of the date any restrictions on the Grant DateRestricted Shares lapse, in the absence of an 83(b) election. This will result in recognition Participant understands that he or she may elect to be taxed at the time of taxable income to the Grantee on the Grant Date, equal to the Fair Market Value grant of the Restricted Shares rather than when and as restrictions on such date. Absent an Election, taxable income will be measured and recognized by the Grantee at the time the Restricted Shares vest. The Grantee is hereby encouraged to seek the advice lapse by filing an election under Section 83(b) of the GranteeCode with the Internal Revenue Service within thirty (30) days from the date hereof and by filing a copy of such election with Participant’s own tax consultants return for the tax year in connection with which the restrictions on the Restricted Shares and the advisability of filing the Electionlapse. THE GRANTEE PARTICIPANT UNDERSTANDS THAT ANY TAXES PAID FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY PARTICIPANT, WHEN AND AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF RESTRICTIONS ON THE RESTRICTED SHARES ARE FORFEITED TO ARTISANLAPSE, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, IF ANY, AND THE FAIR MARKET VALUE OF THE RESTRICTED SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. THE GRANTEE PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEEPARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION, EVEN IF ELECTION UNDER SECTION 83(b). PARTICIPANT ACKNOWLEDGES THAT HE OR SHE SHALL CONSULT PARTICIPANT’S OWN TAX ADVISERS REGARDING THE GRANTEE REQUESTS ADVISABILITY OR NONADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(b) OF THE CODE AND ACKNOWLEDGES THAT PARTICIPANT SHALL NOT RELY ON THE COMPANY OR ITS REPRESENTATIVE ADVISERS FOR SUCH ADVICE. PARTICIPANT FURTHER ACKNOWLEDGES THAT SHOULD PARTICIPANT FILE THE ELECTION UNDER SECTION 83(b), PARTICIPANT WILL TIMELY DELIVER A COPY OF SUCH ELECTION TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session tradingCOMPANY.

Section 83(b) Election. The Grantee hereby acknowledges understands that Code Section 83 may tax as compensation income the Grantee has been informed thatdifference between the amount paid for the shares of Restricted Stock, with respect if any, and the fair market value of the shares of Restricted Stock as of the date any restrictions on the shares of Restricted Stock lapse in the absence of an election under Code Section 83(b). In this context, “restriction” means the forfeitability of the shares of Restricted Stock pursuant to the grant terms of this Agreement. The Grantee understands that he or she may elect to be taxed at the time he or she receives the shares of Restricted Shares, if Stock and while the shares of Restricted Stock are subject to restrictions rather than waiting to be taxed on the shares of Restricted Stock when and as the restrictions lapse. The Grantee is realizes that he or she may choose this tax treatment by filing an election under Code Section 83(b) with the Internal Revenue Service within thirty (30) days after the Grant Date and by filing a U.S. federal income copy of such election with his or her tax return for the tax year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant of the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Date. This will result in recognition of taxable income were subjected to the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by the Grantee at the time the Restricted Shares vest. The Grantee is hereby encouraged to seek the advice of the Grantee’s own tax consultants in connection with the Restricted Shares and the advisability of filing the Electionrestrictions. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY THE GRANTEE, AS THE RESTRICTIONS LAPSE, ON ANY TAXES PAID AS A RESULT DIFFERENCE BETWEEN THE PURCHASE PRICE, IF ANY, AND THE FAIR MARKET VALUE OF THE FILING SHARES OF RESTRICTED STOCK AT THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANTIME SUCH RESTRICTIONS LAPSE. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION, EVEN IF ELECTION UNDER CODE SECTION 83(b). THE GRANTEE REQUESTS ACKNOWLEDGES THAT HE OR SHE SHALL CONSULT HIS OR HER OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER CODE SECTION 83(b) AND ACKNOWLEDGES THAT HE OR SHE SHALL NOT RELY ON THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session tradingADVISERS FOR SUCH ADVICE.

Section 83(b) Election. The Grantee hereby acknowledges Director understands that the Grantee has been informed that, with respect to the grant under Section 83 of the Restricted SharesInternal Revenue Code of 1986, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election as amended (the “Election”) with the United States Internal Revenue Service"Code"), within 30 days of the grant of the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Datedate any forfeiture restrictions applicable to such Restricted Shares lapse, less the Purchase Price paid, if any, will be reportable as ordinary income at that time. This will result in recognition Director understands that Director may, instead, elect to be taxed at the time the Restricted Shares are issued hereunder. By filing an election under Section 83(b) of taxable income to the Grantee on Code with the Grant DateI.R.S. within thirty (30) days after the Date of Grant, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Electionthe Date of Grant, taxable income less the Purchase Price, if any, will be measured and recognized by reportable as ordinary income as of the Grantee at Date of Grant. Director understands that it may be advisable to file such election even if the time Fair Market Value of the Restricted Shares vestat the Date of Grant equals the Purchase Price paid (and thus no tax is payable). The Grantee form for making this election is hereby encouraged attached as Exhibit B hereto. Director understands that failure to seek make this filing within the advice 30-day period will result in the recognition of additional ordinary income by Director (in the Grantee’s own tax consultants in connection with event the Fair Market Value of the Restricted Shares and increases after the advisability Date of filing Grant) as the Electionforfeiture restrictions lapse. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. THE GRANTEE DIRECTOR ACKNOWLEDGES THAT IT IS THE GRANTEE’S DIRECTOR'S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S 'S, TO FILE A TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE DIRECTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE’S DIRECTOR'S BEHALF. DIRECTOR IS RELYING SOLELY ON DIRECTOR'S ADVISORS WITH RESPECT TO THE GRANTEE MUST NOTIFY DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION AND NOT ON THE REPRESENTATIONS OF THE COMPANY WITHIN 10 BUSINESS DAYS OR ANY OF FILING ITS EMPLOYEES OR AGENTS. DIRECTOR AGREES TO PROVIDE THE COMPANY A COPY OF ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading83(b) ELECTION FILED WITH RESPECT TO THE RESTRICTED SHARES ISSUED UNDER THIS AGREEMENT.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant exercise of the Restricted an Option for Unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 thirty (30) days of the grant purchase of the Restricted exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory 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, of the Fair Market Value of the Restricted Shares on exercised Shares, at the Grant Date. This will result in recognition of taxable income to time the Grantee on Option is exercised over the Grant Date, equal to purchase price for the Fair Market Value of the Restricted Shares on such dateexercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the Grantee time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the exercised Shares. The Grantee Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANform of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEEPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEEPURCHASER’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee hereby acknowledges that the Grantee has been informed that, with respect to the grant of the Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant of the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Date. This will result in recognition of taxable income to the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by the Grantee at the time the Restricted Shares vest. The Grantee is hereby encouraged to seek the advice of the Grantee’s own tax consultants in connection with the Restricted Shares and the advisability of filing the Election. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANYARTISAN’S TO TIMELY FILE THE ELECTION, EVEN IF THE GRANTEE REQUESTS THE COMPANY ARTISAN OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY ARTISAN WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he has been informed that, with respect to the grant exercise of the Restricted an Option for Unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 days of the grant purchase of the Restricted exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the Fair Market Value purchase price of the Restricted exercised Shares and their fair market value on the Grant Datedate of purchase. This In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Grantee Purchaser on the Grant Datedate of exercise, equal to measured by the Fair Market Value excess, if any, of the Restricted Shares on such datefair market value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the Grantee time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the exercised Shares. The Grantee Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Purchaser is hereby strongly encouraged to seek the advice of the Grantee’s his own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEEPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEEPURCHASER’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee hereby acknowledges Employee understands that under Section 83 of the Grantee has been informed thatInternal Revenue Code of 1986, with respect as amended (the “Code”), the difference between the purchase price, if any, paid for the Restricted Shares and their fair market value on the date any forfeiture restrictions applicable to such Restricted Shares lapse will be reportable as ordinary income at that time. Employee understands that Employee may elect to be taxed at the time the Restricted Shares are acquired hereunder to the grant extent the fair market value of the Restricted SharesShares differs from the purchase price, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of any, rather than when and as such Restricted Shares occurscease to be subject to such forfeiture restrictions, the Grantee may file by filing an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant of the Restricted Shares, electing pursuant to under Section 83(b) of the Code to be taxed currently on with the Fair Market Value Internal Revenue Service within 30 days after the Xxxx Date. If the fair market value of the Restricted Shares on at the Grant DateDate equals the purchase price paid (and thus no tax is payable), the election should be made to avoid adverse tax consequences in the future. This Employee understands that failure to make this filing within the 30-day period will result in the recognition of taxable ordinary income to by Employee as the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such dateforfeiture restrictions lapse. Absent an Election, taxable income will be measured and recognized by the Grantee at the time the Restricted Shares vest. The Grantee is hereby encouraged to seek the advice of the Grantee’s own tax consultants in connection with the Restricted Shares and the advisability of filing the Election. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. THE GRANTEE EMPLOYEE ACKNOWLEDGES THAT IT IS THE GRANTEEEMPLOYEE’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S ’S, TO FILE A TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEEEMPLOYEE’S BEHALF. EMPLOYEE IS RELYING SOLELY ON EMPLOYEE’S ADVISORS WITH RESPECT TO THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant exercise of the Restricted an Option for unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (may be filed by the “Election”) Purchaser with the United States Internal Revenue Service, within 30 days of the grant purchase of the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value of the Restricted Shares on the Grant Datedate of purchase. This In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Grantee Purchaser on the Grant Datedate of exercise, equal to measured by the Fair Market Value excess, if any, of the Restricted Shares on such datefair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an Electionelection, taxable income will be measured and recognized by Purchaser at the Grantee time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the Shares. The Grantee Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Purchaser is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANform of Election under Section 83(b) is attached hereto as Exhibit C-4 for reference. THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEEPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEEPURCHASER’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant exercise of the Restricted an Option for Unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 days of the grant purchase of the Restricted exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory 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, of the Fair Market Value of the Restricted Shares on exercised Shares, at the Grant Date. This will result in recognition of taxable income to time the Grantee on Option is exercised over the Grant Date, equal to purchase price for the Fair Market Value of the Restricted Shares on such dateexercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the Grantee time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the exercised Shares. The Grantee Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANThe foregoing tax consequences will be equally applicable to any purchased Shares (or other securities or property purchased under the Option) which must be delivered into the Holdback Escrow in accordance with Section 2(b) above. THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEEPURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEEPURCHASER’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant exercise of the Restricted an Option for Unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within thirty 30 days of the grant purchase of the Restricted exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory 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, of the Fair Market Value of the Restricted Shares on exercised Shares, at the Grant Date. This will result in recognition of taxable income to time the Grantee on Option is exercised over the Grant Date, equal to purchase price for the Fair Market Value of the Restricted Shares on such dateexercised Shares. Absent such an Election, taxable income will be measured and recognized by the Grantee Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Grantee Purchaser is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. 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 OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes form of this Award Agreement, “business day” means any day on which the New York Stock Exchange Election under Section 83(b) is open attached hereto as Exhibit C-4 for regular session tradingreference.

Section 83(b) Election. The Grantee Employee understands that the Award made hereby has tax consequences and has had an opportunity to review those consequences with his tax adviser to the extent that he desires to do so. The Employee acknowledges that the Grantee has been informed that, with respect to the grant under Section 83 of the Restricted SharesCode the difference between the Fair Market Value of the Award Shares on the date of the Award and the Fair Market Value at the expiration of the Period of Restriction, if is reportable as ordinary income. The Employee understands that he may elect to be taxed at the Grantee is date of the Award hereunder, rather than at the expiration of the Period of Restriction, by filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant of the Restricted Shares, electing pursuant to under Section 83(b) of the Code to be taxed currently on with the Internal Revenue Service within 30 days after the date of the Award. If the Fair Market Value of the Restricted Award Shares at the time the Period of Restriction expires exceeds the Fair Market Value on the Grant Datedate of the Award, the election may avoid adverse tax consequences in the future by converting the increase in value occurring after the date of the Award from ordinary income to capital gain. This Employee understands that the failure to make this filing within said 30 day period will result in the recognition of taxable ordinary income to by the Grantee on Employee (in the Grant Date, equal to event the Fair Market Value of the Restricted Award Shares on increases after date of this Award) as of the date the Period of Restriction lapse. However, the Employee also understands that if he makes such date. Absent an Electionelection, taxable income will be measured and recognized by he may incur adverse tax consequences in the Grantee at event of the time forfeiture of the Restricted Shares vestAward Shares. The Grantee Employee acknowledges that (i) it is hereby encouraged the Employee’s sole responsibility, and not the Company’s, to seek file a timely election under Section 83(b) and (ii) the Employee is not relying on the Company for advice with respect to the federal income tax consequences associated with the Section 83(b) election or any other matter. If the Employee makes such an election, he will provide the Company of the Grantee’s own tax consultants in connection statement filed with the Restricted Shares and Internal Revenue Service within 30 days after the advisability filing of filing the Election. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. 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 OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session tradingsuch statement.

Section 83(b) Election. The Grantee hereby acknowledges that If the Grantee has been informed that, with respect Shares are acquired under this Agreement pursuant to the grant exercise of the Restricted Option for Unvested Shares, if Employee understands that under Section 83(a) of the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occursCode, the Grantee may file an election (the “Election”) with the United States Internal Revenue Service, within 30 days excess of the grant Fair Market Value of the Restricted SharesUnvested Shares on the date any forfeiture restrictions on the Unvested Shares lapse over the exercise price paid for such Shares will be taxable as ordinary income, electing subject to payroll and withholding tax and tax reporting, on the date the forfeiture restrictions lapse. For this purpose, the term “forfeiture restrictions” means the right of the Company to buy back the Unvested Shares pursuant to the Repurchase Right for Unvested Shares set forth in Section 6. Employee understands that he or she may elect under Section 83(b) of the Code to be taxed currently on at the time the Unvested Shares are acquired upon exercise of the Option, rather than when and as the Unvested Shares cease to be subject to the forfeiture restrictions. Such election (the “83(b) Election”) must be filed with the Internal Revenue Service within 30 days from the date the Unvested Shares are acquired upon exercise of the Option. Even if the Fair Market Value of the Restricted Unvested Shares on the Grant Datedate the Option is exercised equals the exercise price (and thus no tax is payable), the election must be made to avoid the risk of adverse tax consequences in the future. This will result in recognition Employee understands that there is a risk that the Internal Revenue Service might challenge the Plan Administrator’s determination of taxable income to the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares. Employee also understands that (a) Employee 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 Employee to recognize more compensation income than Employee would have otherwise recognized if the Internal Revenue Service determines that the value of the Unvested Shares on such date. Absent an Election, taxable income will be measured and recognized the date the Option was exercised is greater than the Fair Market Value of the Shares on that date as determined by the Grantee at Plan Administrator and/or the time the Restricted Shares vest. The Grantee is hereby encouraged to seek the advice value of the Grantee’s own tax consultants in connection with the Restricted Unvested Shares and the advisability of filing the Election. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. 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 OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session tradingsubsequently declines.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he has been informed that, with respect to the grant exercise of the Restricted an Option for unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (may be filed by the “Election”) Purchaser with the United States Internal Revenue Service, within 30 days of the grant purchase of the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the Fair Market Value purchase price of the Restricted Shares and their fair market value on the Grant Datedate of purchase. This In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Grantee Purchaser on the Grant Datedate of exercise, equal to measured by the Fair Market Value excess, if any, of the Restricted Shares on such datefair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an Electionelection, taxable income will be measured and recognized by the Grantee Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Grantee Purchaser is hereby strongly encouraged to seek the advice of the Grantee’s his own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANform of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTIONThe Purchaser acknowledges that it is the Purchaser’s sole responsibility and not the Company’s to file timely the election under Section 83(b), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of even if the Purchaser requests the Company or its representative to make this Award Agreement, “business day” means any day filing on which the New York Stock Exchange is open for regular session tradingPurchaser’s behalf.

Section 83(b) Election. The Grantee hereby acknowledges Recipient understands that the Grantee has been informed that, with respect to the grant of the Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee Recipient may file make an election (the “Election”) with the United States Internal Revenue Service, within 30 days of the grant of the Restricted Shares, electing pursuant to Section 83(b) of the Code (by filing an election with the Internal Revenue Service within thirty (30) days after the date Recipient acquired the Restricted Stock) to be taxed currently on include in Recipient’s gross income the Fair Market Value fair market value (as of the date of acquisition) of the Restricted Shares on the Grant DateStock. This will result in recognition Recipient may make such an election under Section 83(b), or comparable provisions of taxable income any state tax law, only if, prior to the Grantee on the Grant Datemaking any such election, equal Recipient (a) notifies Eclipsys of Recipient’s intention to the Fair Market Value make such election, by delivering to Eclipsys a copy of the fully-executed Section 83(b) Election Form attached hereto as Exhibit A, and (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other amounts required by Restricted Shares on Stock Agreement - date any governmental authority to be withheld or paid over to such dateauthority for Recipient’s account, or otherwise makes arrangements satisfactory to Eclipsys for the payment of such amounts through withholding or otherwise. Absent an ElectionRecipient understands that if Recipient has not made a proper and timely Section 83(b) election, taxable income will be measured and recognized by the Grantee at the time the forfeiture restrictions applicable to the Restricted Shares vest. The Grantee is hereby encouraged Stock lapse, Section 83 will generally provide that Recipient will recognize ordinary income and be taxed in an amount equal to seek the advice fair market value (as of the Grantee’s own tax consultants in connection with date the forfeiture restrictions lapse) of the Restricted Shares and Stock less the advisability of filing Acquisition Consideration paid for the Election. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. 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 OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTIONRestricted Stock. For purposes this purpose, the term “forfeiture restrictions” includes the right of Eclipsys to acquire the Restricted Stock pursuant to its rights under Section 3 of this Award Agreement. Recipient acknowledges that it is Recipient’s sole responsibility, “business day” means and not the responsibility of Eclipsys or any day of its Affiliates, to file a timely election under Section 83(b), even if Recipient requests Eclipsys or its representative to make this filing on which Recipient’s behalf. Recipient is relying solely on Recipient’s advisors with respect to the New York Stock Exchange is open for regular session tradingdecision as to whether or not to file a Section 83(b) election.

Section 83(b) Election. The Grantee Purchaser hereby acknowledges that the Grantee he or she has been informed that, with respect to the grant exercise of the Restricted an Option for unvested Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (may be filed by the “Election”) Purchaser with the United States Internal Revenue Service, within 30 days of the grant purchase of the Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value of the Restricted Shares on the Grant Datedate of purchase. This In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Grantee Purchaser on the Grant Datedate of exercise, equal to measured by the Fair Market Value excess, if any, of the Restricted Shares on such datefair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an Electionelection, taxable income will be measured and recognized by Purchaser at the Grantee time or times on which the Company's Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the Restricted Shares vestoption is exercised, over the purchase price for the Shares. The Grantee Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company's Repurchase Option lapses. Purchaser is hereby strongly encouraged to seek the advice of the Grantee’s his or her own tax consultants in connection with the Restricted purchase of the Shares and the advisability of filing of the ElectionElection under Section 83(b) of the Code. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISANform of Election under Section 83(b) is attached hereto as Exhibit A-6 for reference. THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEE’S PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S TO FILE TIMELY FILE THE ELECTIONELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S PURCHASER'S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.