Common use of SPECIAL TAX ELECTION Clause in Contracts

SPECIAL TAX ELECTION. 3.1 SECTION 83(B) 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 of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Option Price paid for such shares will be reportable as ordinary income on such lapse date. For this purpose, the term "forfeiture restrictions" includes the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right provided under Article V of this Agreement. Optionee understands that he/she may elect under Section 83(b) of the Code 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. 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. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO. OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

SPECIAL TAX ELECTION. 3.1 SECTION 83(BSection 83(b) ELECTION APPLICABLE TO THE EXERCISE OF A NON- ---------------------------------------------------------- STATUTORY STOCK OPTIONElection. 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 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 of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Option Purchase Price paid for such shares will be reportable as ordinary income on such lapse dateat that time. For this purpose, the term "forfeiture restrictions" includes the right of the Corporation Company to repurchase the Purchased Shares pursuant to the Unvested Share Repurchase Right provided under Article V of this Agreement. Optionee understands The Purchaser understands, however, that he/she he may elect under Section 83(b) of the Code 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. Such , by filing an election must be filed under Section 83(b) of the Code 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 (determined 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 Option Purchase Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit A hereto. 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 the recognition of ordinary income by the Purchaser as the forfeiture restrictions lapse. THE FORM FOR MAKING THIS PURCHASER ACKNOWLEDGES THAT IT IS HIS SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION IS ATTACHED AS EXHIBIT II HERETO. OPTIONEE UNDERSTANDS THAT FAILURE UNDER SECTION 83(b), EVEN IF HE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSEON 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. 3.1 SECTION 83(B) ELECTION APPLICABLE TO THE EXERCISE OF A NON- ---------------------------------------------------------- NON-STATUTORY STOCK OPTION. If the Purchased Shares are acquired hereunder pursuant ---------------------- to the exercise of a nonNON-statutory stock optionSTATUTORY 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 of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Option Price paid for such shares will be reportable as ordinary income on such lapse date. For this purpose, the term "forfeiture restrictions" includes the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right provided under Article V of this Agreement. Optionee understands that he/she may elect under Section 83(b) of the Code 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. 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. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II B HERETO. OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

SPECIAL TAX ELECTION. 3.1 SECTION 83(B) ELECTION APPLICABLE TO THE EXERCISE OF A NON- ---------------------------------------------------------- NON-STATUTORY STOCK OPTION. If the Purchased Shares are unvested and are acquired hereunder pursuant ---------------------- to the exercise of a nonNON-statutory stock optionSTATUTORY 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 of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Option Price paid for such shares will be reportable as ordinary income on such lapse date. For this purpose, the term "forfeiture restrictions" includes the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right provided under Article V of this Agreement. Optionee understands that he/she may elect under Section 83(b) of the Code 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. 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. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO. , OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

SPECIAL TAX ELECTION. 3.1 SECTION 83(B83(b) ELECTION APPLICABLE TO THE EXERCISE OF A NON- ---------------------------------------------------------- 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 of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Option Price paid for such shares will be reportable as ordinary income on such lapse date. For this purpose, the term "forfeiture restrictions" includes the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right provided under Article V of this Agreement. Optionee understands that he/she may elect under Section 83(b) of the Code 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. 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. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO. OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL WELL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

SPECIAL TAX ELECTION. 3.1 SECTION 83(B83(b) ELECTION APPLICABLE TO THE EXERCISE OF A NON- ---------------------------------------------------------- NON-STATUTORY STOCK OPTION. If the Purchased Shares are unvested and are acquired hereunder pursuant ---------------------- to the exercise of a nonNON-statutory stock optionSTATUTORY 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 of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Option Price paid for such shares will be reportable as ordinary income on such lapse date. For this purpose, the term "forfeiture restrictions" includes the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right provided under Article V of this Agreement. Optionee understands that he/she may elect under Section 83(b) of the Code 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. 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. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II III HERETO. OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.

SPECIAL TAX ELECTION. 3.1 SECTION 83(BIf Code Section 83(b) ELECTION APPLICABLE TO THE EXERCISE OF A NON- ---------------------------------------------------------- STATUTORY STOCK OPTION. If is applicable to the issuance of 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")Shares, the excess of the fair market value Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Option Purchase Price paid for such those shares will be reportable as ordinary income on such the lapse date. For this purpose, the term "“forfeiture restrictions" ” includes the right of the Corporation Company to repurchase the Purchased Shares pursuant to the Repurchase Right provided under Article V of this AgreementRight. Optionee understands that he/she Purchaser may elect under Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired hereunderacquired, rather than when and as such 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 Fair Market Value of the Purchased Shares at on the date of this Agreement equals the Option 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 II HERETOShould Purchased Shares be forfeited following a Section 83(b) election, the amount recognized as ordinary income incident to such election may not be treated as a capital loss. OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE OPTIONEE AS THE FORFEITURE RESTRICTIONS LAPSE.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.