Common use of SPECIAL TAX ELECTION Clause in Contracts

SPECIAL TAX ELECTION. (a) Under Section 83 of the Code, the excess of the Fair Market Value of the Restricted Stock on the date any forfeiture restrictions applicable to such shares lapse over the purchase price paid for those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable to the Restricted Stock as provided in Section 2 hereof. The Grantee may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquired, rather than when and as such Restricted Stock ceases to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. (b) A BRIEF EXPLANATION OF THE ELECTION AND THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT B HERETO. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) 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) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. Grantee understands and represents to Company as follows: (a) Under Section 83 of the Internal Revenue Code of 1986, as amended, (the “Code”), the excess of the Fair Market Value fair market value of the Restricted Stock Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price paid for those shares will be reportable as ordinary income on the such lapse date. For this purpose, the term “forfeiture restrictions” includes means the vesting provisions applicable to of the Restricted Stock as provided in Section 2 hereof. The Shares. (b) Grantee may elect under Section 83(b) of the Code to be taxed at the time fair market value of the Restricted Stock is acquired, Shares as of the Award Date rather than when and as such Restricted Stock ceases Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. (b) A BRIEF EXPLANATION OF THE ELECTION AND Award Date. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT B HERETO. THE “B.” GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE GRANTEE AS THE FORFEITURE RESTRICTIONS LAPSE. (c) 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) OF THE CODE83(B), EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER GRANTEE’S BEHALF. This filing should be made by registered or certified mail, return receipt requested, and the Grantee must retain two (2) copies of the completed form for filing with Grantee’s state and Federal tax returns for the current year and an additional copy for Grantee’s records.

SPECIAL TAX ELECTION. (a1. Section 83(b) Election . Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (aa. SECTION 83(b) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Shares on the date any forfeiture restrictions Forfeiture Restrictions applicable to such shares Shares lapse over the purchase price (if any) paid for those shares such Shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable to the Restricted Stock as provided in Section 2 hereof. The Grantee Executive may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Shares are acquired, rather than when and as such Restricted Stock ceases Shares cease to be subject to such forfeiture restrictionsForfeiture Restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if no amount is paid for the Shares awarded hereunder (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B I HERETO. THE GRANTEE EXECUTIVE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE b. FILING RESPONSIBILITY. EXECUTIVE ACKNOWLEDGES THAT IT IS THE GRANTEEEXECUTIVE’S SOLE RESPONSIBILITY, AND NOT THE COMPANYCORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE EXECUTIVE REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION. Under Code Section 83 of the Code83, the excess of ---------------------- the Fair Market Value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) 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) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(B) ELECTION. Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEEPARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANYCORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE83(B), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. Section 83(b) Election . Under Code Section 83 of the Code83, the excess of the Fair Market Value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable to the Restricted Stock as provided in Section 2 hereof. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) 30 days after the date of this Agreement. . Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B I HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) 30 DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEEPARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANYCORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(B) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE83(B), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(B) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE83(B), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a3.1 SECTION 83(b) Under ELECTION APPLICABLE TO THE EXERCISE OF A NON-STATUTORY STOCK OPTION. If the Purchased Shares are unvested and are acquired hereunder pursuant to the exercise of a non-statutory stock option, as specified in the Grant Notice, then the Optionee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Option Price paid for those such shares will be reportable as ordinary income on the such lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as Repurchase Right provided in Section 2 hereofunder Article V of this Agreement. The Grantee Optionee understands that he/she may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquiredPurchased Shares are acquired hereunder, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares at the date of this Agreement equals the Option Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL WELL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER 3.2 CONDITIONAL SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.)

SPECIAL TAX ELECTION. (aIf Code Section 83(b) Under Section 83 is applicable to the issuance of the CodePurchased Shares, the excess of the Fair Market Value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable the right of the Company to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Purchaser may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT B HERETOand thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION Should Purchased Shares be forfeited following a Section 83(b) OF THE CODEelection, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.the amount recognized as ordinary income incident to such election may not be treated as a capital loss. Any unreimbursed amount paid for such forfeited shares may be treated as a capital loss. The form for making this election is attached as Exhibit A hereto. Purchaser understands that failure to make this filing within the applicable 30-day period could result in the recognition of ordinary income as the forfeiture restrictions lapse. Purchaser acknowledges that it is Purchaser’s sole responsibility, and not the Company’s responsibility, to file a timely election under Code Section 83(b), even if Purchaser requests the Company or its representatives to make this filing on his or her behalf. Moreover, the Company makes no representation that Code Section 83(b) is applicable to the issuance of the Purchased Shares. Purchaser should consult his own tax advisors prior to making a decision to file or not file the form attached as Exhibit A.

SPECIAL TAX ELECTION. (aa. SECTION 83(b) ELECTION. Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Shares on the date any forfeiture restrictions Forfeiture Restrictions applicable to such shares lapse over the purchase price (if any) paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable to the Restricted Stock as provided in Section 2 hereof. The Grantee Executive may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Shares are acquired, rather than when and as such Restricted Stock ceases Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if no amount is paid for the Shares awarded hereunder (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B I HERETO. THE GRANTEE EXECUTIVE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE b. FILING RESPONSIBILITY. EXECUTIVE ACKNOWLEDGES THAT IT IS THE GRANTEEEXECUTIVE’S SOLE RESPONSIBILITY, AND NOT THE COMPANYCORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE EXECUTIVE REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (aa. SECTION 83(b) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Shares on the date any forfeiture restrictions Forfeiture Restrictions applicable to such shares lapse over the purchase price (if any) paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable to the Restricted Stock as provided in Section 2 hereof. The Grantee Executive may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Shares are acquired, rather than when and as such Restricted Stock ceases Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if no amount is paid for the Shares awarded hereunder (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B I HERETO. THE GRANTEE EXECUTIVE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE b. FILING RESPONSIBILITY. EXECUTIVE ACKNOWLEDGES THAT IT IS THE GRANTEEEXECUTIVE’S SOLE RESPONSIBILITY, AND NOT THE COMPANYCORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE EXECUTIVE REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION. Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Shares on the date any forfeiture restrictions Forfeiture Restrictions applicable to such shares lapse over the purchase price (if any) paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable to the Restricted Stock as provided in Section 2 hereof. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Shares are acquired, rather than when and as such Restricted Stock ceases Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if no amount is paid for the Shares awarded hereunder (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B I HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEEPARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANYCORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION. Under Code Section 83 of the Code83, the excess of the Fair Market Value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a3.1 SECTION 83(B) Under ELECTION APPLICABLE TO THE EXERCISE OF A NON- ---------------------------------------------------------- STATUTORY STOCK OPTION. If the Purchased Shares are acquired hereunder pursuant ---------------------- to the exercise of a non-statutory stock option, as specified in the Grant -------------------------- Notice, then the Optionee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Option Price paid for those such shares will be reportable as ordinary income on the such lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as Repurchase Right provided in Section 2 hereofunder Article V of this Agreement. The Grantee Optionee understands that he/she may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquiredPurchased Shares are acquired hereunder, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares at the date of this Agreement equals the Option Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE. (c3.2 CONDITIONAL SECTION 83(B) ELECTION APPLICABLE TO 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) EXERCISE OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.----------------------------------------------------------------

SPECIAL TAX ELECTION. (a5.1 Section 83(b) Election. Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price paid or value of services rendered for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Each of W&B and Ocean Way may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Shares are acquired, rather than when and as such Restricted Stock ceases Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Shares on the date of this Agreement equals the price paid or value of services rendered (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B D HERETO. THE GRANTEE EACH OF W&B AND OCEAN WAY UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 5.2 FILING RESPONSIBILITY. EACH OF W&B AND OCEAN WAY ACKNOWLEDGES THAT IT IS THE GRANTEE’S ITS SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, RESPONSIBILITY OF THE CORPORATION TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE W&B AND/OR OCEAN WAY REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING RULING ON HIS OR HER ITS BEHALF.

SPECIAL TAX ELECTION. (a3.1 SECTION 83(B) Under ELECTION APPLICABLE TO THE EXERCISE OF A NON- ---------------------------------------------------------- STATUTORY STOCK OPTION. If the Purchased Shares are acquired hereunder pursuant ---------------------- to the exercise of a non-statutory stock option, as specified in the Grant -------------------------- Notice, then the Optionee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Option Price paid for those such shares will be reportable as ordinary income on the such lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as Repurchase Right provided in Section 2 hereofunder Article V of this Agreement. The Grantee Optionee understands that he/she may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquiredPurchased Shares are acquired hereunder, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares at the date of this Agreement equals the Option Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE. (c3.2 CONDITIONAL SECTION 83(B) ELECTION APPLICABLE TO 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) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.EXERCISE -------------------------------------------------------------

SPECIAL TAX ELECTION. (a1. Section 83(b) Election . Under Code Section 83 of the Code83, the excess of the Fair Market Value ----------------------- fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Purchaser may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B III HERETO. THE GRANTEE ----------- PURCHASER UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) 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) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Shares on the date any forfeiture restrictions Forfeiture Restrictions applicable to such shares lapse over the purchase price (if any) paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes vesting provisions applicable to the Restricted Stock as provided in Section 2 hereof. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Shares are acquired, rather than when and as such Restricted Stock ceases Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if no amount is paid for the Shares awarded hereunder (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B I HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEEPARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANYCORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the 7. date of this Agreement. . Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE83(B), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION. Under Code Section 83 of the Code83, the excess of the Fair Market Value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a2.1 SECTION 83(b) Under ELECTION APPLICABLE TO THE EXERCISE OF A NON-STATUTORY STOCK OPTION. The Purchased Shares are acquired hereunder pursuant to the exercise of A NON-STATUTORY STOCK OPTION. The Optionee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Option Price paid for those such shares will be reportable as ordinary income on the such lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as Repurchase Right provided in Section 2 hereofunder Article IV of this Agreement. The Grantee Optionee understands that he/she may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquiredPurchased Shares are acquired hereunder, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. Even if the fair market value of the Purchased Shares at the date of this Agreement equals the Option Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. (b2.2 A form for making an election under Section 83(b) A BRIEF EXPLANATION OF THE ELECTION AND THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS is attached as EXHIBIT B HERETOhereto. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY Optionee understands that failure to make this filing within the thirty (30) DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 30)-day period may result in the recognition of ordinary income by the Optionee as the forfeiture restrictions lapse. OPTIONEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) OF THE CODE83(B), EVEN IF THE GRANTEE OPTIONEE REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HIS/HER BEHALF. This filing should be made by registered or certified mail, return receipt requested, and Optionee must retain two (2) copies of the completed form for filing with his or her State and Federal tax returns for the current tax year and an additional copy for his or her records.

SPECIAL TAX ELECTION. (a3.1 Section 83(b) Under Election. The Purchaser understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse dateat that time. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Company to repurchase the Purchased Shares pursuant to the Restricted Stock as Unvested Share Repurchase Right provided in Section 2 hereofunder Article V of this Agreement. The Grantee Purchaser understands, however, that he may elect to be taxed at the time the Purchased Shares are acquired hereunder, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquired, rather than when and as such Restricted Stock ceases to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . If this election is made, the Purchaser will be taxed on the amount, if any, by which the fair market value of the Purchased Shares as of the date of this Agreement (bdetermined without taking into account any forfeiture restrictions) exceeds the Purchase Price paid. Even if the fair market value of the Purchased Shares at the date of this Agreement 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 BRIEF EXPLANATION OF THE ELECTION AND THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT B HERETOhereto. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY In the event that the Purchaser makes this election, and the Company subsequently exercises its right to repurchase the Unvested Shares (as defined in Section 5.1) of the Purchaser pursuant to this Agreement, the Purchaser will not be entitled to deduct the income, if any, previously recognized as income with respect to those shares as a result of the election. The Purchaser understands that failure to make this filing within the thirty (30) DAY PERIOD WILL RESULT IN day period will result in the recognition of ordinary income by the Purchaser as the forfeiture restrictions lapse. THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE PURCHASER ACKNOWLEDGES THAT IT IS THE GRANTEE’S HIS SOLE RESPONSIBILITY, AND NOT THE COMPANY’S'S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE HE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER SUCH PURCHASER'S BEHALF. This summary is necessarily incomplete, and the tax laws and regulations are subject to change. The Purchaser should consult a tax advisor before making an election under Section 83(b).

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a1. Section 83(b) Election. Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a3.1 SECTION 83(B) Under ELECTION APPLICABLE TO THE EXERCISE OF A NON-STATUTORY STOCK OPTION. If the Purchased Shares are acquired hereunder pursuant to the exercise of a NON-STATUTORY STOCK OPTION, as specified in the Grant Notice, then the Optionee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Option Price paid for those such shares will be reportable as ordinary income on the such lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as Repurchase Right provided in Section 2 hereofunder Article V of this Agreement. The Grantee Optionee understands that he/she may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquiredPurchased Shares are acquired hereunder, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares at the date of this Agreement equals the Option Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B HERETO. THE GRANTEE OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER 3.2 CONDITIONAL SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.83(B)

SPECIAL TAX ELECTION. (a3.1 SECTION 83(b) Under ELECTION APPLICABLE TO THE EXERCISE OF A NON-STATUTORY STOCK OPTION. If the Purchased Shares are unvested and are acquired hereunder pursuant to the exercise of a NON-STATUTORY STOCK OPTION, as specified in the Grant Notice, then the Optionee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Option Price paid for those such shares will be reportable as ordinary income on the such lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as Repurchase Right provided in Section 2 hereofunder Article V of this Agreement. The Grantee Optionee understands that he/she may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquiredPurchased Shares are acquired hereunder, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares at the date of this Agreement equals the Option Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B III HERETO. THE GRANTEE OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER 3.2 CONDITIONAL SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.)

SPECIAL TAX ELECTION. (a1. SECTION 83(B) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) 30)- DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE83(B), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

SPECIAL TAX ELECTION. (a3.1 SECTION 83(B) Under ELECTION APPLICABLE TO THE EXERCISE OF A NON-STATUTORY STOCK OPTION. If the Purchased Shares are unvested and are acquired hereunder pursuant to the exercise of a NON-STATUTORY STOCK OPTION, as specified in the Grant Notice, then the Optionee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Option Price paid for those such shares will be reportable as ordinary income on the such lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as Repurchase Right provided in Section 2 hereofunder Article V of this Agreement. The Grantee Optionee understands that he/she may elect under Section 83(b) of the Code to be taxed at the time the Restricted Stock is acquiredPurchased Shares are acquired hereunder, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares at the date of this Agreement equals the Option Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE , OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) DAY 30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER 3.2 CONDITIONAL SECTION 83(b) OF THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.)

SPECIAL TAX ELECTION. (a1. SECTION 83(b) ELECTION . Under Code Section 83 of the Code83, the excess of the Fair Market Value fair market value of the Restricted Stock Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the purchase price Purchase Price paid for those such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions” " includes vesting provisions applicable the right of the Corporation to repurchase the Purchased Shares pursuant to the Restricted Stock as provided in Section 2 hereofRepurchase Right. The Grantee Participant may elect under Code Section 83(b) of the Code to be taxed at the time the Restricted Stock is Purchased Shares are acquired, rather than when and as such Restricted Stock ceases Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of this Agreement. . Even if the fair market value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (b) A BRIEF EXPLANATION OF THE ELECTION AND 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 B II HERETO. THE GRANTEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30) 30)- DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. (c) THE GRANTEE 2. FILING RESPONSIBILITY. PARTICIPANT ACKNOWLEDGES THAT IT IS THE GRANTEE’S PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE COMPANY’SCORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b) OF THE CODE83(B), EVEN IF THE GRANTEE PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.