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

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an electionElection, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an electionElection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS PURCHASER’S BEHALF.

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

Section 83(b) Election. Purchaser If the Employee is subject to United States federal income tax, the Employee hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested SharesRestricted Stock Award, an election may be filed by the Purchaser Employee with the Internal Revenue ServiceService ("IRS"), within 30 thirty (30) days of the purchase issuance of the SharesRestricted Stock Award to the Employee, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on underlying the date of purchase. In the case of a Nonstatutory Restricted Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured Award (paid by the excessEmployee for such Restricted Stock Award; in this Agreement, if any, of that amount is $0.00) and the fair market value of the Shares, at Shares underlying the time Restricted Stock Award on the Option is exercised over the date of purchase (market price for the SharesClass A Common Stock (the Xxxxx Xxxxx per Share)). Absent such an election, taxable income will be measured and recognized by Purchaser the Employee at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value Full Vesting Date (or such earlier vesting date pursuant to Section 2(c) above with respect to earlier-vested Shares of the Shares, at the time the option is exercised, over the purchase price for the SharesRestricted Stock Award). Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser the Employee at the time or times on which the Company’s Repurchase Option lapsesof vesting. Xxxxxxxxx The Employee is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase issuance of the Shares Restricted Stock Award and the advisability of filing of the Election election under Section 83(b) of the Code. A form The Employee shall promptly provide a copy of Election under any such election filed with the IRS with the Company. As of the date this Agreement was drafted, the IRS provided information regarding the Section 83(b) election in its Publication 525 "Taxable and Non-Taxable Income", available on its website at xxx.XXX.xxx, which the Employee may want to review for informational purposes. The Employee understands and agrees that the Company is attached hereto as Exhibit C-5 providing this information solely for the Employee's reference, and the Company is in no way responsible for any information provided on the IRS website, or available through hyperlinks located on the IRS website to other websites. PURCHASER THE EMPLOYEE ACKNOWLEDGES THAT IT IS PURCHASER’S THE EMPLOYEE'S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S 'S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an electionElection, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an electionElection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx This discussion is intended only as a summary of the general United States income tax laws that apply to exercising Options as to Shares that have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The federal, state and local tax consequences to any particular taxpayer will depend upon his or her individual circumstances. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges Participant understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), may tax as ordinary income the difference between the amount paid for the Restricted Shares and the Fair Market Value of the Restricted Shares as of the date any restrictions on the Restricted Shares lapse, in the absence of an 83(b) election. Participant understands that he or she has been informed that, with respect may elect to be taxed at the exercise time of an Option for unvested Shares, the grant of the Restricted Shares rather than when and as restrictions on the Restricted Shares lapse by filing an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to under Section 83(b) of the Code to be taxed currently on any difference between with the purchase price Internal Revenue Service within thirty (30) days from the date hereof and by filing a copy of such election with Participant’s tax return for the Shares and their Fair Market Value tax year in which the restrictions on the date of purchaseRestricted Shares lapse. In the case of a Nonstatutory Stock OptionPARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY PARTICIPANT, this will result in a recognition of taxable income to the Purchaser on the date of exerciseWHEN AND AS THE RESTRICTIONS ON THE RESTRICTED SHARES LAPSE, measured by the excessON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, if anyIF ANY, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the SharesAND THE FAIR MARKET VALUE OF THE RESTRICTED SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. Absent such an election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS PURCHASERPARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b). PARTICIPANT ACKNOWLEDGES THAT HE OR SHE SHALL CONSULT PARTICIPANT’S OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NONADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(b) OF THE CODE AND ACKNOWLEDGES THAT PARTICIPANT SHALL NOT RELY ON THE COMPANY OR ITS ADVISERS FOR SUCH ADVICE. PARTICIPANT FURTHER ACKNOWLEDGES THAT SHOULD PARTICIPANT FILE THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS PARTICIPANT WILL TIMELY DELIVER A COPY OF SUCH ELECTION TO THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS BEHALFCOMPANY.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an electionElection, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an electionElection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS PURCHASER’S BEHALF.

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

Section 83(b) Election. Purchaser hereby acknowledges The Grantee understands that he or she has been informed that, with respect to Code Section 83 may tax as compensation income the exercise of an Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price amount paid for the shares of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excessRestricted Stock, if any, of and the fair market value of the Sharesshares of Restricted Stock as of the date any restrictions on the shares of Restricted Stock lapse in the absence of an election under Code Section 83(b). In this context, “restriction” means the forfeitability of the shares of Restricted Stock pursuant to the terms of this Agreement. The Grantee understands that he or she may elect to be taxed at the time he or she receives the Option is exercised over shares of Restricted Stock and while the purchase price for shares of Restricted Stock are subject to restrictions rather than waiting to be taxed on the Sharesshares of Restricted Stock when and as the restrictions lapse. Absent such an election, taxable income will be measured and recognized The Grantee realizes that he or she may choose this tax treatment by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such filing an election will result in under Code Section 83(b) with the Internal Revenue Service within thirty (30) days after the Grant Date and by filing a recognition copy of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is strongly encouraged to seek the advice of election with his or her own tax consultants return for the tax year in connection with which the purchase of Restricted Shares were subjected to the Shares and the advisability of filing of the Election under Section 83(b) of the Coderestrictions. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceTIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY THE GRANTEE, AS THE RESTRICTIONS LAPSE, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, IF ANY, AND THE FAIR MARKET VALUE OF THE SHARES OF RESTRICTED STOCK AT THE TIME SUCH RESTRICTIONS LAPSE. PURCHASER THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE TIMELY THE ELECTION UNDER CODE SECTION 83(b), EVEN IF PURCHASER REQUESTS . THE GRANTEE ACKNOWLEDGES THAT HE OR SHE SHALL CONSULT HIS OR HER OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER CODE SECTION 83(b) AND ACKNOWLEDGES THAT HE OR SHE SHALL NOT RELY ON THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS BEHALFADVISERS FOR SUCH ADVICE.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an electionElection, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an electionElection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election The foregoing tax consequences will be equally applicable to any purchased Shares (or other securities or property purchased under the Option) which must be delivered into the Holdback Escrow in accordance with Section 83(b2(b) is attached hereto as Exhibit C-5 for referenceabove. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b)) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise Under Section 83 of an Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue ServiceCode of 1986, within 30 days of as amended (the “Code”), the difference between the purchase price paid for the shares of Stock and their fair market value on the Sharesdate any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, electing pursuant "forfeiture restrictions" include the forfeiture as to unvested Stock described above. Participant may elect to be taxed at the time the shares are acquired, rather than when such shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the Grant Date. Participant will have to be taxed currently on any difference between make a tax payment to the extent the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of is less than the fair market value of the Shares, at shares on the time Grant Date. No tax payment will have to be made to the Option is exercised over extent the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Purchaser is at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income least equal to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at shares on the time Grant Date. The form for making this election is attached as Exhibit A hereto. Failure to make this filing within the option is exercised, over 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 for price) as the Sharesforfeiture restrictions lapse. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES YOU ACKNOWLEDGE THAT IT IS PURCHASER’S YOUR SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S 'S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS YOU REQUEST THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASERS 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.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value fair market value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an electionElection, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an electionElection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS PURCHASER’S BEHALF.

Section 83(b) Election. The Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value fair market value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION The Purchaser acknowledges that it is the Purchaser’s sole responsibility and not the Company’s to file timely the election under Section 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS BEHALFeven if the Purchaser requests the Company or its representative to make this filing on the Purchaser’s behalf.

Section 83(b) Election. The Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an electionElection, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an election Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an electionElection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. Xxxxxxxxx The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 C-4 for reference. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)) OF THE CODE, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS THE PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for unvested Shares, an election may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the Option is exercised over the purchase price for the Shares. Absent such an election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s 's Repurchase Option lapses. In the case of an Incentive Stock Option, such an election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the fair market value of the Shares, at the time the option is exercised, over the purchase price for the Shares. Absent such an election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s 's Repurchase Option lapses. Xxxxxxxxx Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 A-6 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S 'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERS PURCHASER'S BEHALF.