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

Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filed.

Section 83(b) Election. Grantee Participant understands that under Section 83 83(a) of the Internal Revenue Code of 1986taxes as ordinary income the difference between the amount, as amended (the “Code”)if any, unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally and the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant Fair Market Value of such Restricted Shares in an amount equal and any Retained Distributions at the time the Restrictions on such Restricted Shares and Retained Distributions lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the fair market value time of the Restricted Shares on that date (without any discount for Grant Date, rather than at the transfer and forfeiture restrictions on time the Restricted Shares). In order to make this electionRestrictions lapse, Grantee must file by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service no later than within 30 days after of the 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 Restricted Shares and the Fair Market Value of such Restricted Shares as of the 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 grant this Agreement falls. Participant acknowledges that the foregoing is only a summary of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all effect of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss United States federal income taxation with respect to the forfeited sharesAward hereunder, and does not purport to be complete. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING PARTICIPANT’S 83(b) electionELECTION, and will be taxable as dividend income if Grantee made a Section 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 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 that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) electionELECTION 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. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedPARTICIPANT 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. Grantee The Executive understands that under ---------------------- Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that datethe date any forfeiture restrictions applicable to such Shares lapse will be reportable as ordinary income to the Executive in the tax year in which such restrictions lapse. Grantee mayFor this purpose, the term "forfeiture restrictions" includes the automatic forfeiture of Unvested Shares as provided in Section 3.1 hereof. The Executive understands, however, that he may elect to recognize income with respect be taxed at the time the Shares are acquired hereunder, rather than when and as such Shares cease to some or all of the Restricted Shares as of the date of grant of be subject to such Restricted Shares in forfeiture restrictions, by filing an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an irrevocable election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after the date of grant this Agreement. If this irrevocable election is made, the Executive will be taxed on the fair market value of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all Shares as of the Restricted Shares date of this Agreement (determined without taking into account any forfeiture restrictions). The form for making this irrevocable election is attached as Exhibit A hereto. In the event that were subject to the Executive makes this irrevocable election, he or she and the Executive's Unvested Shares are forfeited pursuant to Section 3.1 hereof, the Executive will not be able entitled to claim a deduction or capital loss deduct the income, if any, previously recognized as income with respect to those shares as a result of the forfeited shareselection. Grantee also The Executive understands that cash dividends accrued on failure to make this filing within the Restricted Shares thirty (prior to vesting30) day period will be taxable result in the recognition of ordinary income by the Executive as ordinary compensation income when received if Grantee did not make a Section the forfeiture restrictions lapse. THE EXECUTIVE ACKNOWLEDGES THAT IT IS EXECUTIVE'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) election), EVEN IF EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON SUCH EXECUTIVE'S BEHALF. This summary is necessarily incomplete, and will be taxable as dividend income if Grantee made the tax laws and regulations are subject to change. The Executive should consult a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely tax advisor before making an election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filed).

Section 83(b) Election. Grantee understands that under Under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) the difference between the purchase price paid for the shares of the Code, Grantee will recognize ordinary compensation income Stock and their fair market value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, "forfeiture restrictions" include the Restricted Shares forfeiture as to unvested Stock described above. Participant may elect to be taxed at the time the shares are no longer acquired, rather than when such shares cease to be subject to a substantial risk of such forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee mayrestrictions, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after the date of grant Grant Date. Participant will have to make a tax payment to the extent the purchase price is less than the fair market value of the Restricted Sharesshares on the Grant Date. Grantee also understands that if he or she makes a Section No tax payment will have to be made to the extent the purchase price is at least equal to the fair market value of the shares on the Grant Date. The form for making this election is attached as Exhibit B hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by Participant (in the event the fair market value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedELECTION.

Section 83(b) Election. The Grantee understands that under Section 83 of the Internal Revenue Code may tax as compensation income the difference between the amount paid for the shares of 1986Restricted Stock, if any, and the fair market value of the shares of Restricted Stock as amended (of the “Code”), unless Grantee files date any restrictions on the shares of Restricted Stock lapse in the absence of an election under Section 83(b) of the Code. In this context, Grantee will recognize ordinary compensation income on “restriction” means the date forfeitability of the shares of Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal Stock pursuant to the fair market value terms of this Agreement. To the Restricted Shares on extent that date. Grantee maythe Company has registered under the Securities Exchange Act of 1934, howeveras amended (the “Exchange Act”), elect to recognize income “restriction” with respect to some or all officers, directors, and ten percent (10%) shareholders may also mean the six-month period after the acquisition of the shares of Restricted Shares as Stock during which sales of certain securities by such officers, directors, and ten percent (10%) shareholders would give rise to liability under Section 16(b) of the date Exchange Act. The Grantee understands that he or she may elect to be taxed at the time he or she receives the shares of grant Restricted Stock and while the shares of such Restricted Shares in an amount equal Stock are subject to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions rather than waiting to be taxed on the shares of Restricted Shares)Stock when and as the restrictions lapse. In order to make The Grantee realizes that he or she may choose this election, Grantee must file tax treatment by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after the date Grant Date and by filing a copy of grant of such election with his or her tax return for the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of tax year in which the Restricted Shares that were subject subjected to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesrestrictions. The Grantee also understands that cash dividends accrued failure to make this filing in a timely manner may result in the recognition of compensation by the Grantee, as the restrictions lapse, on any difference between the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received purchase price, if Grantee did not make a Section 83(b) electionany, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the fair market value of the shares of Restricted Shares generally will be taxable as ordinary compensation income Stock at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) electionrestrictions lapse. The Grantee acknowledges that it is the Grantee’s 's sole responsibility, responsibility and not the Company’s, 's to timely file a timely the election under Section 83(b) if of the Code. The Grantee acknowledges that he or she chooses shall consult his or her own tax advisers regarding the advisability or non-advisability of making the election under Section 83(b) of the Code and acknowledges that he or she shall not rely on the Company or its advisers for such advice. If the Grantee makes the election under Section 83(b) of the Code, then the Company shall not be liable or responsible in any way for any tax (including withholding tax) consequences relating to do so. the shares of Restricted Stock, and the Grantee is relying solely on Grantee’s advisors agrees to undertake to determine, and be responsible for, any and all tax (including any withholding tax) consequence to himself or herself with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy shares of the Section 83(b) election if one is filedRestricted Stock.

Section 83(b) Election. Grantee The Purchaser understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of taxes as ordinary income the Code, Grantee will recognize ordinary compensation income on difference between the date amount paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to Stock and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares Stock as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Stock lapse. In order this context, “restriction” means the right of the Company to make this electionbuy back the stock pursuant to the Purchase Option. In the event the Company has registered its securities under the Exchange Act, Grantee must file “restriction” with respect to officers, directors and 10% shareholders also means the six-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that if such provision is applicable to him he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or six-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 I.R.S. within thirty (30) days after from the date of grant purchase. Even if the fair market value of the Restricted SharesStock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. Grantee also The form for making this election is attached as Exhibit A hereto. The Purchaser understands that if he failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or she makes a after the lapse of the six month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. The Purchaser further understands that the income tax laws of the State of California contain provisions similar to Section 83. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT THE CORPORATION’S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the electionAND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedEVEN IF THE PURCHASER REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S BEHALF.

Section 83(b) Election. Grantee understands hereby acknowledges that under Section 83 Grantee has been informed that, with respect to the grant of Career Shares, if Grantee is filing a U.S. federal income tax return for the Internal Revenue Code year in which the grant of 1986Career Shares occurs, as amended Grantee may file an election (the “CodeElection”)) with the United States Internal Revenue Service, unless Grantee files an election under Section 83(b) within 30 days of the Codegrant, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject electing pursuant to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Career Shares on the Grant Date. This will result in recognition of taxable income to Grantee on the Grant Date, equal to the Fair Market Value of the Career Shares on such date. Absent an Election, taxable income will be measured and recognized by Grantee at the time the Career Shares vest. Xxxxxxx is hereby encouraged to seek the advice of Xxxxxxx’s own tax consultants in connection with the Internal Revenue Service no later than 30 days after advisability of filing the date of grant of the Restricted SharesElection. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the electionXXXXXXX UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION GENERALLY WILL NOT BE RECOVERED IF THE CAREER SHARES ARE FORFEITED TO ARTISAN. XXXXXXX ACKNOWLEDGES THAT IT IS XXXXXXX’S SOLE RESPONSIBILITY AND NOT ARTISAN’S TO TIMELY FILE THE ELECTION, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesEVEN IF GRANTEE REQUESTS ARTISAN OR ITS REPRESENTATIVE TO MAKE THIS FILING ON XXXXXXX’S BEHALF. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedXXXXXXX MUST NOTIFY ARTISAN WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION.

Section 83(b) Election. Grantee The Participant understands that under the provisions of Section 83 of the Internal Revenue Code Code, the excess, if any, of 1986the fair market value of the Restricted Stock as of the date any restrictions on the Restricted Stock lapse, over the amount paid for the Restricted Stock, if any, will be treated as amended (ordinary income for federal income tax purposes in the “Code”), unless Grantee files absence of an election under Section 83(b) of the Code. In this context, Grantee will recognize ordinary compensation income on “restriction” means the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value forfeitability of the Restricted Stock pursuant to the terms of this Agreement. In the event the Common Shares on that date. Grantee mayare registered under the Securities Exchange Act of 1934, howeveras amended (the “Exchange Act”), elect to recognize income “restriction” with respect to some or all officers, directors, and 10% stockholders may also mean the six-month period after the acquisition of the Restricted Shares as Stock during which sales of certain securities by such officers, directors, and ten percent (10%) stockholders would give rise to liability under Section 16(b) of the date of grant of such Restricted Shares in an amount equal Exchange Act. The Participant understands that he may elect to be taxed at the fair market value of time the Participant receives the Restricted Shares on that date (without any discount for Stock and while the transfer and forfeiture Restricted Stock is subjected to restrictions rather than waiting to be taxed on the Restricted Shares)Stock when and as the restrictions lapse. In order The Participant realizes that he may choose this tax treatment by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date hereof and by filing a copy of such election with his tax return for the tax year in which the Restricted Stock were subjected to make this election, Grantee must the restrictions. THE PARTICIPANT UNDERSTANDS THAT ANY TAX LIABILITY ASSOCIATED WITH THIS ELECTION MAY NOT BE REDUCED OR RECOVERABLE IN THE EVENT THAT THE VALUE OF THE RESTRICTED STOCK DECLINES OR IN THE EVENT THAT THE RESTRICTED STOCK IS FORFEITED. If the Participant chooses to file an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 days after Service, the date Participant agrees to notify the Company of grant of the Restricted Sharessuch filing in accordance with Paragraph 18. Grantee also understands that if he or she makes a Section THE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY THE PARTICIPANT, AS THE RESTRICTIONS LAPSE, ON THE FAIR MARKET VALUE OF THE RESTRICTED STOCK AT THE TIME SUCH RESTRICTIONS LAPSE. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesOF THE CODE. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section THE PARTICIPANT ACKNOWLEDGES THAT HE SHALL CONSULT HIS OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedOF THE CODE AND ACKNOWLEDGES THAT HE SHALL NOT RELY ON THE COMPANY OR ITS ADVISERS FOR SUCH ADVICE.

Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under If you make a Section 83(b) of the Codeelection, Grantee you will recognize ordinary have Form W-2 compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that dateshares of restricted stock at the time the shares are granted. Grantee may, however, elect Such compensation income will be subject to recognize federal and state income with respect and employment tax withholding at the time the restricted stock is granted. TO BE VALID THE ELECTION MUST BE FILED WITH THE IRS SERVICE CENTER WHERE YOU NORMALLY FILE YOUR FORM 1040 NO LATER THAN 30 DAYS AFTER THE DATE THE RESTRICTED STOCK WAS GRANTED TO YOU. Failure to some or all of file within the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under 30-day period will invalidate your Section 83(b) of election. In addition, the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on once made, is irrevocable unless the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect IRS consents to the decision as to whether or not to file a Section 83(b) electionrevocation. Grantee also agrees The IRS requires you to provide the Company with a copy of the election so that we may properly withhold taxes and report the income, and you must file a copy of the election with your tax return for the year in which such election is effective. After the date of vesting, if you sell the vested stock, you will have capital gain or loss equal to the difference between the fair market value of the stock on the date of sale and your basis in the stock, which should equal the amount of compensation income you recognized on the date of grant pursuant to the Section 83(b) election. Any such capital gain or loss will be long-term capital gain or loss if the stock has been held for more than one year. Thus, by making the Section 83(b) election, all future appreciation from the date of grant of the restricted stock is taxed as capital gain. If no Section 83(b) election is made, all future appreciation from the date of grant of the restricted stock until the date the restricted stock becomes vested is taxed as ordinary income. Please contact us at 800-000-0000 if one you would like a sample Section 83(b) Election Form. If you determine that a Section 83(b) Election is filedappropriate for you, your Section 83(b) Election Form must be filed with the IRS Service Center where you normally file your Form 1040 within 30 days of the date the restricted stock was granted to you, and a copy must be promptly provided to the Company. In addition, you must attach a copy of your Section 83(b) election with your federal income tax return for the year of grant. However, if you make the Section 83(b) election, then in the event you forfeit the shares upon termination of employment before the vesting period expires, you will not be entitled to a tax deduction for the amount that was reported as compensation income when the shares were granted. This is a general summary of the tax consequences of the receipt of Bxxxxx & Nxxxx restricted stock. We strongly recommend that you consult your tax advisor before making a Section 83(b) election to review the possible benefits and detriments of such election given your specific situation. Restricted Stock Award Certificate Granted To: Name Street Address City, State Zip Code You have been granted Restricted Stock of Bxxxxx & Noble, Inc., par value $XX.XX per share. Employee ID: XXXXXXXXX Number of Restricted Stock Granted: XXXXX Grant Date: X/X/12 Vesting Schedule: By your signature below, you agree that these Restricted Stock are granted under and governed by the terms and conditions of the Company’s Amended and Restated 2009 Incentive Plan as amended and the Restricted Stock Award Agreement, all of which are attached and made a part of this document.

Section 83(b) Election. Grantee To the extent some of the Sign-On Shares acquired hereunder are not vested pursuant to the vesting schedule set forth in Section 3, then the Recipient understands that under Section 83 of the Internal Revenue Code Section 83, the excess of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares any such shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date any forfeiture restrictions applicable to the shares lapse over the price paid for such shares (if any) will be reportable as ordinary income on the lapse date and subject to applicable income tax and employment tax withholding. The Recipient understands that he may elect under Code Section 83(b) to be taxed at the time the Sign-On Shares are acquired hereunder, rather than when and as the Sign-On Shares cease to be subject to the forfeiture restrictions. Such election (the “83(b) Election”) must be filed with the Internal Revenue Service within thirty (30) days after the date the Sign-On Shares are acquired. If the 83(b) Election is made, the excess of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Sign-On Shares on that the date (without any discount received by the Recipient over the price paid for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Sign-On Shares (prior to vestingif any) will be taxable reportable as ordinary compensation income when received if Grantee did not make a Section and subject to applicable income tax and employment tax withholding. THE FORM FOR MAKING THIS 83(b) electionELECTION IS ATTACHED AS EXHIBIT B HERETO. THE RECIPIENT ACKNOWLEDGES THAT IT IS THE RECIPIENT’S SOLE RESPONSIBILITY, and will be taxable as dividend income if Grantee made a Section AND NOT THE COMPANY’S, TO TIMELY FILE AN 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) electionELECTION. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedTHE RECIPIENT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE RECIPIENT AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Grantee The Holder understands that under Section 83 of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), unless Grantee files an election under Section 83(b) of taxes as ordinary income the Code, Grantee will recognize ordinary compensation income on difference between the date amount paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Shares lapse. In order this context, “restriction” means the right of the Company to make this electionbuy back the Repurchase Shares pursuant to the Repurchase Option. In the event the Company has registered under the Exchange Act, Grantee must file “restriction” with respect to officers, directors and 10% shareholders also means the 6-month period during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Holder understands that he may elect to be taxed at the time the Repurchase Shares are purchased rather than when and as the Repurchase Option or 6-month 16(b) period expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than within 30 days after from the date of grant purchase and satisfying certain other requirements. The Holder acknowledges and understands that, even if the fair market value of the Restricted Repurchase Shares equals the amount paid for the Repurchase Shares, the election must be made to avoid adverse tax consequences in the future. Grantee also The form for making this election is attached as Exhibit A hereto. The Holder understands that if he or she makes a Section 83(b) election failure to make this filing timely and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely copy of such election under Section 83(b) if he or she chooses with Holder’s federal income tax return for the year of the election and to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide supply the Company with a copy of the Section election, will result in the recognition of ordinary income by the Holder as the Repurchase Option lapses, or after the lapse of the 6-month 16(b) period, with the amount of such tax and ordinary income equal to the difference between the Purchase Price and the fair market value of the Repurchase Shares at the time such restrictions lapse. THE HOLDER ACKNOWLEDGES THAT IT IS THE HOLDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) election if one is filed), EVEN IF THE HOLDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE HOLDER’S BEHALF.

Section 83(b) Election. Grantee If the Shares are acquired under this Agreement pursuant to the exercise of the Option for Unvested Shares, Employee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b83(a) of the Code, Grantee the excess of the Fair Market Value of the Unvested Shares on the date any forfeiture restrictions on the Unvested Shares lapse over the exercise price paid for such Shares will recognize be taxable as ordinary compensation income income, subject to payroll and withholding tax and tax reporting, on the date the Restricted forfeiture restrictions lapse. For this purpose, the term “forfeiture restrictions” means the right of the Company to buy back the Unvested Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal pursuant to the fair market value of the Restricted Repurchase Right for Unvested Shares on set forth in Section 6. Employee understands that date. Grantee may, however, he or she may elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code to be taxed 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 no later than within 30 days after from the date of grant the Unvested Shares are acquired upon exercise of the Restricted Option. Even if the Fair Market Value of the Unvested Shares on the date 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. Employee understands that there is a risk that the Internal Revenue Service might challenge the Plan Administrator’s determination of the Fair Market Value of the Shares. Grantee Employee also understands that if he or she makes a Section 83(b(a) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she Employee will not be able entitled to claim a deduction or capital loss with respect for any ordinary income previously recognized as a result of the 83(b) Election if the Unvested Shares are subsequently forfeited to the forfeited shares. Grantee also understands 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 cash dividends accrued the value of the Unvested Shares on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on date the Restricted Shares generally will be taxable as ordinary compensation income at Option was exercised is greater than the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy Fair Market Value of the Section 83(b) election if one is filedShares on that date as determined by the Plan Administrator and/or the value of the Unvested Shares subsequently declines.

Section 83(b) Election. Grantee Purchaser understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income difference between the purchase price paid for the Shares and their fair market value on the date any forfeiture restrictions applicable to such Shares lapse will be reported as ordinary income at that time. For this purpose, the Restricted term “forfeiture restrictions” includes the right of the Company to repurchase the Shares pursuant to its repurchase option under Section 5 of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are no longer subject acquired hereunder to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to extent the fair market value of the Restricted Shares on that date. Grantee maydiffers from the purchase price rather than when and as such Shares cease to be subject to such forfeiture restrictions, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 I.R.S. within thirty (30) days after the date of grant purchase hereunder. If the fair market value of the Restricted SharesShares at the date of purchase equals the purchase price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. Grantee also Purchaser understands that if he or she makes a Section failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by the Purchaser (in the event the fair market value of the Shares increases after the date of purchase) as the forfeiture restrictions lapse. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b). PURCHASER IS RELYING SOLELY ON PURCHASER’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesELECTION. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section PURCHASER ALSO AGREES TO PROVIDE COMPANY WITH A COPY OF THE 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedELECTION IF SO FILED.

Section 83(b) Election. Grantee understands that under Under Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) the difference between the purchase price paid for the shares of the Code, Grantee will recognize ordinary compensation income Stock and their fair market value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, "forfeiture restrictions" include the Restricted Shares forfeiture as to unvested Stock described above. Participant may elect to be taxed at the time the shares are no longer acquired, rather than when such shares cease to be subject to a substantial risk of such forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee mayrestrictions, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after the date of grant Grant Date. Participant will have to make a tax payment to the extent the purchase price is less than the fair market value of the Restricted Sharesshares on the Grant Date. Grantee also understands that if he or she makes a Section No tax payment will have to be made to the extent the purchase price is at least equal to the fair market value of the shares on the Grant Date. The form for making this election is attached as Exhibit A hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by Participant (in the event the fair market value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedELECTION.

Section 83(b) Election. Grantee understands that under Under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(bthe difference between the purchase price paid for the shares of Stock and their Fair Market Value (as defined in the Plan) of the Code, Grantee will recognize ordinary compensation income on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, “forfeiture restrictions” include the Restricted Shares forfeiture as to unvested Stock described above. The Grantee may elect to be taxed at the time the shares are no longer acquired, rather than when such shares cease to be subject to a substantial risk of such forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee mayrestrictions, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after the date Date of grant Grant. The Grantee will have to make a tax payment to the extent the purchase price is less than the fair market value of the Restricted Sharesshares on the Date of Grant. No tax payment will have to be made to the extent the purchase price is at least equal to the fair market value of the shares on the Date of Grant. The form for making this election is attached as Exhibit A hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by the Grantee also understands that if he or she makes a Section (in the event the fair market value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE IS RELYING SOLELY ON THE GRANTEE’S OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedELECTION.

Section 83(b) Election. Grantee understands You understand that under Section ---------------------- 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) of taxes as ordinary income the Code, Grantee will recognize ordinary compensation income on difference between the date amount paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally and the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all Fair Market Value of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted SharesShares lapse. In this context, "restriction" means the restrictions under Section 3 (above). In order You may elect to make this election, Grantee must file be taxed at the time the Restricted Shares are granted rather than when and as the Restricted Shares become unrestricted by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after from the date of grant of Grant Date. If you fail to make this filing timely you will recognize ordinary income equal to the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all Fair Market Value of the Restricted Shares that were subject to at the electiontime such restrictions lapse under Section 3 (above). 2 YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section AND NOT THE COMPANY'S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) electionOF THE CODE, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) electionEVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to YOU ARE URGED TO SEEK INDEPENDENT ADVICE WITH RESPECT TO THE CONSEQUENCES UNDER FEDERAL AND STATE SECURITIES AND INCOME TAX LAWS AND THE DUTIES IMPOSED UPON YOU RELATED TO THE AWARD OF RESTRICTED SHARES AND DISPOSITION OF THE RESTRICTED SHARES. If you file a timely an election under Section 83(b) if he or she chooses of the Code, you agree to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide give the Company with a copy notice of such election at the Section 83(b) election if one is filedtime you file such election.

Section 83(b) Election. Grantee The Purchaser understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) of taxes as ordinary income the Code, Grantee will recognize ordinary compensation income on difference between the date amount paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Shares lapse. In order this context, "restriction" means the right of the Company to make this electionbuy back the Shares pursuant to the Repurchase Option. In the event the Company has registered under the Securities Exchange Act of 1934 (the "Exchange Act"), Grantee must file "restriction" with respect to officers, directors, and 10% shareholders also means the six-month period after the purchase of the Shares during which sales of certain securities by such officers, directors, and 10% shareholders would give rise to liability under Section 16(b) of the Exchange Act. The Purchaser understands that he may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option or six-month Section 16(b) period expires, by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than within 30 days after from the date of grant purchase. Even if the fair market value of the Restricted Shares equals the amount paid for the Shares, the election must be made to avoid adverse tax consequences in the future. Grantee also The Purchaser understands that if he failure to make this filing in a timely manner will result in the recognition of ordinary income by the Purchaser, as the Repurchase Option lapses, or she makes a Section 83(b) election and subsequently forfeits some or all after the lapse of the Restricted six-month Section 16(b) period, on any difference between the purchase price and the fair market value of the Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section restrictions lapse. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) election), or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedEVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Section 83(b) Election. Grantee Director acknowledges that any income recognized as a result of receiving the Restricted Shares will be treated as ordinary compensation income subject to federal, state and local income, employment and other taxes. Director understands that if he or she makes an election under Section 83 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under a "Section 83(b) Election") with respect to some or all of the CodeRestricted Shares, Grantee Director will recognize ordinary compensation income on at the date the time such Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) received, in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income If Director does not make a Section 83(b) Election with respect to some or all of the Restricted Shares as of Shares, Director will recognize ordinary compensation income at the date of grant time any portion of such Restricted Shares vest in accordance with Section 2 of this Agreement, in an amount equal to the fair market value of the those Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)vesting date. In order to make this electionDIRECTOR UNDERSTANDS THAT TO BE VALID, Grantee must file an election under Section A SECTION 83(b) of the Code with the Internal Revenue Service no later than ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN 30 days after the date of grant of the Restricted SharesDAYS OF THE DATE THE OWNERSHIP OF THE RESTRICTED SHARES IS TRANSFERRED TO DIRECTOR, A COPY OF THE ELECTION MUST BE PROVIDED TO CRAY, AND A COPY OF THE ELECTION MUST BE ATTACHED TO DIRECTOR'S FEDERAL (AND POSSIBLY STATE) INCOME TAX RETURN FOR THE YEAR OF THE ELECTION. Grantee also understands that if he or she makes a Section DIRECTOR ACKNOWLEDGES THAT IF HE OR SHE CHOOSES TO FILE A SECTION 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the electionELECTION, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesIT IS DIRECTOR'S SOLE RESPONSIBILITY, AND NOT CRAY'S, TO MAKE A VALID AND TIMELY ELECTION. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section DIRECTOR IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISOR REGARDING THE ADVISABILITY OF, AND PROCEDURE FOR, MAKING A SECTION 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedELECTION WITH RESPECT TO SOME OR ALL OF THE RESTRICTED SHARES.

Section 83(b) Election. Grantee The Purchaser understands that under Section section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of taxes as ordinary income the Code, Grantee will recognize ordinary compensation income on difference between the date amount paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Shares lapse. In order this context, “restriction” means the right of other members of the Company or of the Company to make this electionbuy the Shares pursuant to the Member Purchase Option and the Company Purchase Option, Grantee must file other than any such restrictions that by their terms never lapse. The Purchaser agrees to elect to be taxed at the time the Purchaser purchases the Shares, rather than when and as the Member Purchase Option and the Company Purchase Option restrictions lapse, by filing an election under Section section 83(b) of the Code with the Internal Revenue Service no later than I.R.S. within 30 days after the date of grant Closing Date. Even if the fair market value of the Restricted Shares equals the amount paid for the Shares, the election must be made so that any subsequent increase in the value of the Shares prior to the lapse of restrictions will not be taxed as ordinary income. A form for making this election is attached hereto as Exhibit B. The Purchaser understands that failure to make this filing timely could result in the recognition of additional ordinary income by the Purchaser, as the Member Purchase Option and the Company Purchase Option lapse, on the amount, if any, by which the fair market value of the Shares (or a portion thereof) at the time such restrictions lapse exceeds the portion of the Purchase Price paid for such Shares. Grantee The Purchaser also understands that if he or she makes any income recognized as a Section result of a section 83(b) election and subsequently forfeits some will not give rise to an offsetting deduction in the event of a subsequent forfeiture resulting from the restrictions or all a decline in the value of the Restricted Shares that were subject to the electionShares. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section AND NOT THE COMPANY’S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) electionOF THE CODE, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedEVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S BEHALF.

Section 83(b) Election. The Grantee understands hereby acknowledges that under Section 83 the Grantee has been informed that, with respect to the grant of the Internal Revenue Code Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of 1986Restricted Shares occurs, as amended the Grantee may file an election (the “CodeElection”)) with the United States Internal Revenue Service, unless Grantee files an election under Section 83(b) within 30 days of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value grant of the Restricted Shares on that date. Grantee mayShares, however, elect electing pursuant to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code with to be taxed currently on the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all Fair Market Value of the Restricted Shares that were subject on the Grant Date. This will result in recognition of taxable income to the electionGrantee on the Grant Date, he or she will not be able to claim a deduction or capital loss with respect equal to the forfeited sharesFair Market Value of the [Name of Grantee] [Grant Date] Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by the Grantee also understands that cash dividends accrued on at the time the Restricted Shares (prior vest. The Grantee is hereby encouraged to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on seek the advice of the Grantee’s own tax consultants in connection with the Restricted Shares generally will be taxable as ordinary compensation income at and the same time as advisability of filing the Restricted Shares to 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 such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it the New York Stock Exchange is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedopen for regular session trading.

Section 83(b) Election. Grantee The Purchaser understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(btaxes as ordinary income the difference between the amount paid for the Stock (if any) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares Stock as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Stock lapse. In order this context, “restriction” means the right of the Corporation to make this election, Grantee must file buy back the stock pursuant to the Purchase Option. The Purchaser understands that the Purchaser may elect to be taxed for federal income tax purposes at the time the Stock is purchased rather than when and as the Purchase Option lapses by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 I.R.S. within thirty (30) days after from the date of grant purchase. The form for making this election is attached as Exhibit A hereto. The Purchaser further understands that the Purchaser may suffer adverse tax consequences as a result of the Restricted SharesPurchaser’s acquisition, holding (including upon vesting) or disposition of the Stock. Grantee also understands The Purchaser represents that if he the Purchaser has consulted with any tax consultants the Purchaser deems advisable in connection with the acquisition or she makes a Section disposition of the Stock and that no action or representation by the Corporation shall be construed as the giving of tax advice and the Purchaser is not relying on the Corporation for any tax advice. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT THE CORPORATION’S TO FILE TIMELY AN ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the electionAND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW IF THE PURCHASE ELECTS TO MAKE SUCH A FILING, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesEVEN IF THE PURCHASER REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S BEHALF. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) electionTHE PURCHASER FURTHER ACKNOWLEDGES AND UNDERSTAND THAT THE PURCHASER SHALL BE REQUIRED TO SATISFY AND SHALL BE SOLELY LIABLE FOR ALL APPLICABLE FEDERAL, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) electionSTATE, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedLOCAL AND FOREIGN TAX WITHHOLDING OBLIGATIONS ASSOCIATED WITH THE STOCK AND THE PURCHASER HEREBY AGREES TO PAY SUCH WITHHOLDING AMOUNTS TO THE CORPORATION AT SUCH TIMES AND IN SUCH FORM AS THE CORPORATION SHALL REQUIRE FOR PURPOSES OF TIMELY SATISFYING SUCH WITHHOLDING OBLIGATIONS.

Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that datethe date any forfeiture restrictions applicable to such Shares lapse will be reportable as ordinary income to Grantee in the tax year in which such restrictions lapse. For this purpose, the term "forfeiture restrictions" includes the automatic forfeiture of Unvested Shares as provided in subsection 3.1 hereof. Grantee mayunderstands, however, that he may elect to recognize income with respect be taxed at the time the Shares are acquired hereunder, rather than when and as such Shares cease to some or all of the Restricted Shares as of the date of grant of be subject to such Restricted Shares in forfeiture restrictions, by filing an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an irrevocable election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after the date of grant this Agreement. If this irrevocable election is made, Grantee will be taxed on the fair market value of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all Shares as of the Restricted Shares date of this Agreement (determined without taking into account any forfeiture restrictions). The form for making this irrevocable election is attached as Exhibit A hereto. In the event that were subject to the Grantee makes this irrevocable election, he or she and Grantee's Unvested Shares are forfeited pursuant to subsection 3.1 hereof, Grantee will not be able entitled to claim a deduction or capital loss deduct the income, if any, previously recognized as income with respect to those shares as a result of the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges understands that it failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by Grantee as the forfeiture restrictions lapse. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON SUCH GRANTEE'S BEHALF. This summary is Grantee’s sole responsibilitynecessarily incomplete, and not the Company’s, tax laws and regulations are subject to file change. Grantee should consult a timely tax advisor before making an election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedCode.

Section 83(b) Election. Grantee Participant understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Codedifference between the purchase price, Grantee will recognize ordinary compensation income if any, paid for the Restricted Stock and its fair market value on the date any forfeiture restrictions applicable to such Restricted Stock lapse will be reportable as ordinary income at that time. Participant understands that Participant may elect to be taxed at the time the Restricted Shares are no longer subject Stock is acquired hereunder to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to extent the fair market value of the Restricted Shares on that date. Grantee mayStock differs from the purchase price, howeverif any, elect to recognize income with respect to some or all of the Restricted Shares rather than when and as of the date of grant of such Restricted Shares in an amount equal Stock ceases to the fair market value of the Restricted Shares on that date (without any discount for the transfer and be subject to such forfeiture restrictions on the Restricted Shares). In order to make this electionrestrictions, Grantee must file by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 I.R.S. within thirty (30) days after the date Date of grant Grant. Participant must provide a copy of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) any election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision Company promptly after filing such election with the I.R.S. If the fair market value of the Restricted Stock at the Date of Grant equals the purchase price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit A hereto. Participant understands that failure to whether or not to file a Section make this filing within the 30-day period will result in the recognition of ordinary income by Participant (in the event the fair market value of the Restricted Stock increases after the Date of Grant) as the forfeiture restrictions lapse. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF. PARTICIPANT IS RELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedELECTION.

Section 83(b) Election. The Grantee understands hereby acknowledges that under Section 83 the Grantee has been informed that, with respect to the grant of the Internal Revenue Code Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of 1986Restricted Shares occurs, as amended the Grantee may file an election (the “CodeElection”)) with the United States Internal Revenue Service, unless Grantee files an election under Section 83(b) within 30 days of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value grant of the Restricted Shares on that date. Grantee mayShares, however, elect electing pursuant to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code with to be taxed currently on the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all Fair Market Value of the Restricted Shares that were subject on the Grant Date. This will result in recognition of taxable income to the electionGrantee on the Grant Date, he or she will not be able to claim a deduction or capital loss with respect equal to the forfeited shares. Grantee also understands that cash dividends accrued on Fair Market Value of the Restricted Shares (prior to vesting) on such date. Absent an Election, taxable income will be taxable as ordinary compensation income when received if measured and recognized by the Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on at the time the Restricted Shares generally will be taxable as ordinary compensation income at vest. The Grantee is hereby encouraged to seek the same time as advice of the Grantee’s own tax consultants in connection with the Restricted Shares to 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 [Name of Grantee] [Grant Date] ELECTION. For purposes of this Award Agreement, “business day” means any day on which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it the New York Stock Exchange is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedopen for regular session trading.

Section 83(b) Election. Grantee understands that under Under Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) the difference between the purchase price paid for the shares of the Code, Grantee will recognize ordinary compensation income Restricted Stock and their Fair Market Value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, "forfeiture restrictions" include the Restricted Shares forfeiture of unvested shares as described above. Grantee may elect to be taxed at the time the shares are no longer acquired, rather than when such shares cease to be subject to a substantial risk of such forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee mayrestrictions, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after the date of grant Grant Date. Grantee will have to make a tax payment to the extent the amount paid for the shares is less than the Fair Market Value of the shares of Restricted SharesStock on the Grant Date. The form for making this election is attached as Exhibit B hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by Grantee (in the event the Fair Market Value of the shares as of the vesting date exceeds the purchase price) as the forfeiture restrictions lapse. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES MAKE THIS FILING ON GRANTEE'S BEHALF. GRANTEE IS RELYING SOLELY ON GRANTEE'S OWN ADVISORS IN DETERMINING WHETHER TO FILE ANY ELECTION UNDER SECTION 83(b) OF THE CODE. Grantee also understands agrees to give notice to the Company in accordance with Section 14 of this Agreement in the event that if he or she Grantee makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filed.

Section 83(b) Election. Grantee Director understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Codedifference between the Purchase Price, Grantee will recognize ordinary compensation income 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. Director understands that Director may elect to be taxed at the time the Restricted Shares are no longer subject acquired hereunder to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to extent the fair market value of the Restricted Shares on that date. Grantee maydiffers from the Purchase Price, howeverif any, elect to recognize income with respect to some or all of the Restricted Shares rather than when and as of the date of grant of such Restricted Shares in an amount equal cease to the fair market value of the Restricted Shares on that date (without any discount for the transfer and be subject to such forfeiture restrictions on the Restricted Shares). In order to make this electionrestrictions, Grantee must file by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 I.R.S. within thirty (30) days after the date Date of grant Grant. Director must provide a copy of the Restricted Shares. Grantee also understands that if he or she makes a any election made under Section 83(b) to the Company promptly after filing such election and subsequently forfeits some or all with the I.R.S. If the fair market value of the Restricted Shares that were subject at the Date of Grant equals the Purchase Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesfuture. Grantee also The form for making this election is attached as Exhibit B hereto. Director understands that cash dividends accrued on failure to make this filing within the 30-day period will result in the recognition of ordinary income by Director (in the event the fair market value of the Restricted Shares (prior to vestingincreases after the Date of Grant) will be taxable as ordinary compensation income when received if Grantee did not make a Section 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, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedELECTION.

Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee Xxxxxxx also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee Xxxxxxx acknowledges that it is GranteeXxxxxxx’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on GranteeXxxxxxx’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee Xxxxxxx also agrees to provide the Company with a copy of the Section 83(b) election if one is filed.

Section 83(b) Election. Grantee The Purchaser understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) of taxes as ordinary income the Code, Grantee will recognize ordinary compensation income on difference between the date amount paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to Stock and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares Stock as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Stock lapse. In order this context, "restriction" means the right of the Company to make this electionbuy back the stock pursuant to the Purchase Option. In the event the Company has registered its securities under the Exchange Act, Grantee must file "restriction" with respect to officers, directors and 10% shareholders also means the six-month period after the Closing during which such officers, directors and 10% shareholders are subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that if such provision is applicable to him he may elect to be taxed at the time the Stock is purchased rather than when and as the Purchase Option or six-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 I.R.S. within thirty (30) days after from the date of grant purchase. Even if the fair market value of the Restricted SharesStock equals the amount paid for the Stock, the election must be made to avoid adverse tax consequences in the future. Grantee also The form for making this election is attached as Exhibit A hereto. The Purchaser understands that if he failure to make this filing timely will result in the recognition of ordinary income by the Purchaser, as the Purchase Option lapses, or she makes a after the lapse of the six month Section 16(b) period, on the difference between the purchase price and the fair market value of the Stock at the time such restrictions lapse. The Purchaser further understands that the income tax laws of the State of California contain provisions similar to Section 83. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE CORPORATION'S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the electionAND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedEVEN IF THE PURCHASER REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under If you make a Section 83(b) of the Codeelection, Grantee you will recognize ordinary have Form W-2 compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that dateshares of restricted stock at the time the shares are granted. Grantee may, however, elect Such compensation income will be subject to recognize federal and state income with respect and employment tax withholding at the time the restricted stock is granted. TO BE VALID THE ELECTION MUST BE FILED WITH THE IRS SERVICE CENTER WHERE YOU NORMALLY FILE YOUR FORM 1040 NO LATER THAN 30 DAYS AFTER THE DATE THE RESTRICTED STOCK WAS GRANTED TO YOU. Failure to some or all of file within the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under 30-day period will invalidate your Section 83(b) of election. In addition, the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on once made, is irrevocable unless the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect IRS consents to the decision as to whether or not to file a Section 83(b) electionrevocation. Grantee also agrees The IRS requires you to provide the Company with a copy of the election so that we may properly withhold taxes and report the income, and you must file a copy of the election with your tax return for the year in which such election is effective. After the date of vesting, if you sell the vested stock, you will have capital gain or loss equal to the difference between the fair market value of the stock on the date of sale and your basis in the stock, which should equal the amount of compensation income you recognized on the date of grant pursuant to the Section 83(b) election. Any such capital gain or loss will be long-term capital gain or loss if the stock has been held for more than one year. Thus, by making the Section 83(b) election, all future appreciation from the date of grant of the restricted stock is taxed as capital gain. If no Section 83(b) election is made, all future appreciation from the date of grant of the restricted stock until the date the restricted stock becomes vested is taxed as ordinary income. Please contact us at 000-000-0000 if one you would like a sample Section 83(b) Election Form. If you determine that a Section 83(b) Election is filedappropriate for you, your Section 83(b) Election Form must be filed with the IRS Service Center where you normally file your Form 1040 within 30 days of the date the restricted stock was granted to you, and a copy must be promptly provided to the Company. In addition, you must attach a copy of your Section 83(b) election with your federal income tax return for the year of grant. However, if you make the Section 83(b) election, then in the event you forfeit the shares upon termination of employment before the vesting period expires, you will not be entitled to a tax deduction for the amount that was reported as compensation income when the the shares were granted. This is a general summary of the tax consequences of the receipt of Xxxxxx & Xxxxx restricted stock. We strongly recommend that you consult your tax advisor before making a Section 83(b) election to review the possible benefits and detriments of such election given your specific situation.

Section 83(b) Election. The Grantee understands hereby acknowledges that under Section 83 the Grantee has been informed that, with respect to the grant of the Internal Revenue Code of 1986Director Shares, as amended to the extent applicable, the Grantee may file an election (the “CodeElection”)) with the U.S. Internal Revenue Service, unless Grantee files an election under within 30 days of the grant of the Director Shares, electing pursuant to Section 83(b) of the Code, Grantee will recognize ordinary compensation income Code to be taxed currently on the date fair market value of the Restricted Director Shares are no longer subject on the Grant Date. This will result, to the extent applicable, in a substantial risk recognition of forfeiture (which is generally taxable income to the date such shares vest) in an amount Grantee on the Grant Date, equal to the fair market value of the Restricted Director Shares on that such date. Absent an Election, to the extent applicable, taxable income will be measured and recognized by the Grantee may, however, elect at the time or times on which the Director Shares vest. The Grantee is hereby encouraged to recognize income with respect to some or all seek the advice of the Restricted Shares as Grantee’s own tax consultants in connection with this Award and the advisability of filing of the date of grant of such Restricted Shares in an amount equal to the fair market value Election. An example of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Election is attached as Annex B hereto. In order to make this electionTHE GRANTEE UNDERSTANDS THAT ANY U.S. 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, Grantee must file an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted SharesEVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the electionTHE GRANTEE MUST NOTIFY THE COMPANY AT THE TIME IT FILES ANY ELECTION. IN ADDITION, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) electionTHE GRANTEE WOULD BE REQUIRED TO SATISFY WITHHOLDING TAXES, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) electionIF ANY, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedAT THE TIME OF SUCH ELECTION.

Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of taxes as ordinary income the Code, Grantee will recognize ordinary compensation income on difference between any consideration paid for the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted SharesShares lapse. In this context, “restriction” means the Shares becoming vested pursuant to the terms and conditions of this Agreement. Further, with respect to officers, directors and 10% stockholders, “restriction” also means the six-month period after the purchase of the Shares during which sales of certain securities by Grantee would give rise to liability under Section 16(b) of the Securities Exchange Act of 1934 (the “Section 16(b) Period”). In order Xxxxxxx understands that Grantee may elect to make this electionbe taxed at the time the Shares are granted rather than when Shares vest or the Section 16(b) Period expires, Grantee must file by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 Service, in substantially the form attached hereto as Exhibit A, within thirty (30) days after the date of grant of this Agreement. If the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject elects to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) electionElection, and will be taxable as dividend income if the Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) election Election with the US Internal Revenue Service. Grantee further understands that failure to make this filing in a timely manner will result in the recognition of ordinary income by Grantee when the Shares vest, or after the expiration of the Section 16(b) Period (if one is filedapplicable), on any difference between the purchase price and the fair market value of the Shares at the time such restrictions lapse. XXXXXXX ACKNOWLEDGES AND AGREES THAT IT IS XXXXXXX’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE.

Section 83(b) Election. Grantee The Consultant understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) of taxes as ordinary income the Code, Grantee will recognize ordinary compensation income on difference between the date amount paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to Stock and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares Stock as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Stock lapse. In order With respect to make this electionsecurities registered under the Exchange Act, Grantee must file "restriction" with respect to officers, directors and 10% stockholders also means the six-month period after purchase during which such officers, directors and 10% stockholders are subject to suit under Section 16(b) of the Exchange Act. The Consultant understands that if such provision is applicable to him, he may elect to be taxed at the time the shares of Stock are issued rather than when and as any restriction lapses or six-month Section 16(b) period expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 IRS within thirty (30) days after from the date of grant purchase. Even if the fair market value of the Restricted SharesStock equals the amount paid for the Stock, the election must be made for it to apply. Grantee also The Consultant understands that if he failure to make this filing timely will result in the recognition of ordinary income by the Consultant, as any restriction lapses, or she makes a after the lapse of the six-month Section 16(b) period, on the difference between the amount paid for the Stock and the fair market value of the Stock at the time such restrictions lapse. The Consultant further understands that the income tax laws of Consultant’s state of residence may contain provisions similar to Section 83. CONSULTANT ACKNOWLEDGES THAT IT IS CONSULTANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the electionAND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesEVEN IF CONSULTANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE CONSULTANT’S BEHALF. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) electionCONSULTANT SHOULD CONSULT HIS OWN TAX ADVISOR AS TO THE TAX CONSEQUENCES OF THIS RESTRICTED STOCK AWARD. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedIRS RULES AND GUIDANCE MAY CHANGE.

Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued paid on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income and will be taxable when received if Grantee made a Section 83(b) electionelection with respect to such dividends. Grantee acknowledges that it is Grantee’s 's sole responsibility, and not the Company’s's, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s 's advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filed.

Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code may tax as compensation income the difference between the amount paid for the Restricted Shares, if any, and the fair market value of 1986, the Restricted Shares as amended (of the “Code”), unless Grantee files 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 and, 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 officers, directors and ten percent (10%) stockholders would give rise to liability under Section 16(b) of the Exchange Act. Grantee will recognize ordinary compensation income on understands that Grantee may elect to be taxed at the date time Grantee receives the Restricted Shares and while the Restricted Shares are no longer subject subjected to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal restrictions rather than waiting to the fair market value of be taxed on the Restricted Shares on that datewhen and as the restrictions lapse. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on realizes that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make Grantee may choose this election, Grantee must file tax treatment by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 within thirty (30) days after from the date hereof and by filing a copy of grant of such election with Grantee’s tax return for the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of tax year in which the Restricted Shares that were subject subjected to the electionrestrictions. GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY GRANTEE, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesAS THE RESTRICTIONS LAPSE, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, IF ANY, AND THE FAIR MARKET VALUE OF THE RESTRICTED SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) election, and will be taxable as dividend income if Grantee made a Section OF THE CODE. GRANTEE ACKNOWLEDGES THAT GRANTEE SHALL CONSULT GRANTEE’S OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedOF THE CODE AND ACKNOWLEDGES THAT GRANTEE SHALL NOT RELY ON THE COMPANY OR ITS ADVISERS FOR SUCH ADVICE.

Section 83(b) Election. Grantee Recipient understands that under Recipient may make an election pursuant to Section 83 83(b) of the Code (by filing an election with the Internal Revenue Code Service within thirty (30) days after the date Recipient acquired the Restricted Stock) to include in Recipient’s gross income the fair market value (as of 1986, as amended (the “Code”), unless Grantee files date of acquisition) of the Restricted Stock. Recipient may make such an election under Section 83(b), or comparable provisions of any state tax law, only if, prior to making any such election, Recipient (a) notifies Eclipsys of Recipient’s intention to make such election, by delivering to Eclipsys a copy of the Codefully-executed Section 83(b) Election Form attached hereto as Exhibit A, Grantee and (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other amounts required by Restricted Stock Agreement - date any governmental authority to be withheld or paid over to such authority for Recipient’s account, or otherwise makes arrangements satisfactory to Eclipsys for the payment of such amounts through withholding or otherwise. Recipient understands that if Recipient has not made a proper and timely Section 83(b) election, at the time the forfeiture restrictions applicable to the Restricted Stock lapse, Section 83 will generally provide that Recipient will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) and be taxed in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares (as of the date of grant of such Restricted Shares in an amount equal to the fair market value forfeiture restrictions lapse) of the Restricted Shares on that date (without any discount Stock less the Acquisition Consideration paid for the transfer and Restricted Stock. For this purpose, the term “forfeiture restrictions on restrictions” includes the right of Eclipsys to acquire the Restricted Shares). In order Stock pursuant to make this election, Grantee must file an election its rights under Section 83(b) 3 of the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Sharesthis Agreement. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee Recipient acknowledges that it is GranteeRecipient’s sole responsibility, and not the Company’sresponsibility of Eclipsys or any of its Affiliates, to file a timely election under Section 83(b) ), even if he Recipient requests Eclipsys or she chooses its representative to do somake this filing on Recipient’s behalf. Grantee Recipient is relying solely on GranteeRecipient’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filed.

Section 83(b) Election. Grantee The Participant understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant the Purchase Right applicable to such Shares lapses will be reportable as ordinary income at that time. In the event the Corporation exercises its Purchase Right, the Participant will realize ordinary income on the effective date of such Restricted Shares in an amount exercise equal to the fair market value total purchase amount (the quantity of Shares purchased multiplied by the Issuance Price). For this purpose, the Purchase Right includes the right of the Restricted Corporation to purchase the Shares on pursuant to Article V of this Agreement. Participant understands that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election he/she may elect under Section 83(b) of the Code to be taxed at the time the Shares are awarded hereunder, rather than when and as such Shares are purchased by the Corporation or cease to be subject to the Purchase Right. Such election must be filed with the Internal Revenue Service no later than 30 within thirty (30) days after the date of grant each award of the Restricted Shares. Grantee The form for making this election is attached as Exhibit A hereto. Participant understands that failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by the Participant when the Shares are purchased by the Corporation or cease to be subject to the Purchase Right. Participant also understands that if he or she makes a an election to be taxed under Section 83(b) election and subsequently forfeits some or all of involves an assumed risk by the Restricted Shares Participant that were subject to the election, he or she they will not be able to claim subsequently qualify for a tax deduction or capital loss with respect equal to the value of any forfeited sharesShares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS/HER BEHALF. This filing should be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) electionmade by registered or certified mail, return receipt requested, and will be taxable as dividend income if Grantee made Participant must retain two (2) copies of the completed form for filing with his/her state and Federal tax returns for the current tax year, a Section 83(b) election; and that non-cash dividends on copy to the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is GranteeCorporation’s sole responsibilityTreasurer, and an additional copy for his/her personal records. The Corporation recommends that Participant obtain competent independent tax advice from a licensed tax professional as to whether or not the Company’s, to file a timely Participant should make an election under Section 83(b) if he or she chooses with regard to do so. Grantee is relying solely on Grantee’s advisors with respect any Shares awarded to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedParticipant under this Agreement.

Section 83(b) Election. Grantee understands that The Shares (the "Restricted Shares") may be subject to an election under Section 83 of the Internal Revenue Code of 1986, as amended (the “"Code”"), unless Grantee files an election under . Shareholder understands that Section 83(b) 83 of the Code, Grantee will recognize Code taxes as ordinary compensation income on the date difference between the amount paid for the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to and the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares)Shares lapse. In order this context, "restriction" means the right of the Company to make this election, Grantee must file buy back the Restricted Shares pursuant to Section 3. Shareholder understands that he or she may elect to be taxed at the time the Restricted Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the Internal Revenue Service no later than IRS within 30 days after from the date of grant of purchase. Even if the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all fair market value of the Restricted Shares that were subject equals the amount paid for the Restricted Shares, the election must be made to avoid adverse tax consequences in the electionfuture. TO BE EFFECTIVE, he or she will not be able to claim a deduction or capital loss with respect to the forfeited sharesTHE ELECTION MUST BE COMPLETED AND FILED WITHIN 30 DAYS FROM THE DATE OF PURCHASE. Grantee also Shareholder understands that cash dividends accrued failure to make this filing timely will result in the recognition of ordinary income by Shareholder as the Repurchase Option lapses on the difference between the purchase price and the fair market value of the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section restrictions lapse. SHAREHOLDER ACKNOWLEDGES THAT IT IS SHAREHOLDER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) election), or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filedEVEN IF SHAREHOLDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON SHAREHOLDER'S BEHALF.