Special Rules Applicable to Insiders Clause Samples

Special Rules Applicable to Insiders. In limited circumstances where the sale of Common Stock received as a result of a grant or award could subject those participants who are directors or officers of the Company subject to Section 16(b) of the Exchange Act (collectively, “Insiders”) to a lawsuit under Section 16(b) of the Exchange Act, the tax consequences to the Insider may differ from the tax consequences described above. In these circumstances, unless Section 83(b) Election has been made, the principal difference (in cases where the Insider would otherwise be currently taxed upon the participant’s receipt of the stock) usually will be to postpone valuation and taxation of the stock received so long as the sale of the stock received could subject the Insider to suit under Section 16(b) of the Exchange Act, but no longer than six months.