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

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election), the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall pay to the CompanyService Provider, or make arrangements satisfactory to the Company Service Provider regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested; (ii) the Company Service Provider shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested, including that the Company Service Provider may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company Service Provider may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable lawApplicable Law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the CompanyService Provider’s sole discretion and provided the Company Service Provider so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company Service Provider to all of the rights at law of a creditor secured by the Restricted Shares. The Company Service Provider may hold as security any certificates representing any Restricted Shares and, upon demand of the CompanyService Provider, the Participant shall deliver to the Company Service Provider any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s or the Service Provider’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant will be solely responsible for all applicable foreign, Federal, state, local or other taxes with respect to the Restricted Shares; provided, however, that at any time the Company is required to withhold any such taxes, the Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall will have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall will pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or state, local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall will have become so vested; (ii) the Company shallwill, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall will have become so vested, including that the Company may, but shall will not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall will not be required to, pay such required withholding and, to the extent permitted by applicable lawApplicable Law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall will entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall will deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election. Although the Company makes no guarantee with respect to the tax treatment of the Restricted Shares, the award of Restricted Shares pursuant to this Agreement is intended to be exempt from Section 409A of the Code and will be limited, construed and interpreted in accordance with such intent. With respect to any distributions and other property issued in respect of the Shares, however, this Agreement is intended to comply with, or to be exempt from, the applicable requirements of Section 409A of the Code and will be limited, construed and interpreted in accordance with such intent. In no event whatsoever will the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

Taxes; Section 83(b) Election. The Participant acknowledges acknowledges, subject to the last sentence of this Section 4.5, that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including by electing to reduce the number of shares of Common Stock otherwise deliverable to the Participant or by delivering shares of Common Stock already owned; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares shares of Common Stock sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company maymay to the extent permitted by law, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, and treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares Common Stock and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted SharesCommon Stock. The Company may hold as security any certificates representing any Restricted Shares Common Stock and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares Common Stock together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges that You acknowledge, subject to the last sentence of this paragraph, that: (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall you will pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federalfederal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant you any Federalfederal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does you do not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, and treat such amount as a demand loan to the Participant you at the maximum rate permitted by law, with such loan, at the Company’s 's sole discretion and provided the Company so notifies the Participant you within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant you to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant you shall deliver to the Company any certificates in his or her your possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant You also acknowledges acknowledge that it is his or her your sole responsibility, and not the Company’s's, to file timely and properly any election under Section 83(b) of the Code, Internal Revenue Code and any corresponding provisions of state or local tax laws, if the Participant wishes you wish to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges acknowledges, subject to the last sentence of this paragraph, that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including by electing to reduce the number of shares of Common Stock otherwise deliverable to the Participant or by delivering shares of Common Stock already owned; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares shares of Common Stock sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company maymay to the extent permitted by law, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, and treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares Common Stock and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted SharesCommon Stock. The Company may hold as security any certificates representing any Restricted Shares Common Stock and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares Common Stock together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) upon the date on which the Participant makes a filing of an election under Section 83(b) election (if he or she so chooses to make such an election)as provided below, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federalfederal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested; and (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federalfederal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vestedvested or other withholding taxes that are required by law, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes. Subject to the Participant’s compliance with the Company’s policy on Xxxxxxx Xxxxxxx (as in effect from time to time), the Participant may elect to pay the Company his or her obligations for the payment of such taxes through a special sale and remittance procedure commonly referred to as a “cashless exercise” or “sell to cover” transaction pursuant to which the Participant shall concurrently provide irrevocable written instructions: (i) to the Company’s designated stock plan administrator to effect the immediate sale of a sufficient number of the Shares acquired upon the vesting of the Shares to enable the Company’s designated stock plan administrator to remit, out of the sales proceeds available upon the settlement date, sufficient funds to the Company to cover all applicable federal, state and local income and employment taxes required to be withheld by the Company by reason of such vesting and/or sale; and (iiiii) in the event that the Participant does not satisfy (i) above on a timely basis, to the Company may, but shall not be required to, pay to deliver any certificate(s) or other evidence of ownership for such required withholding and, sold Shares directly to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided designated stock plan administrator in order to complete the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blanksale transaction. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges acknowledges, subject to the last sentence of this paragraph, that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, and treat such amount as a demand loan to the Participant you at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant you to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) upon the date on which the Participant makes a filing of an election under Section 83(b) election (if he or she so chooses to make such an election)as provided below, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federalfederal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested; and (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federalfederal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vestedvested or other withholding taxes that are required by law, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes. Subject to the Participant’s compliance with the Company’s policy on Xxxxxxx Xxxxxxx (as in effect from time to time), the Participant may elect to pay the Company his or her obligations for the payment of such taxes through a special sale and remittance procedure commonly referred to as a “cashless exercise” or “sell to cover” transaction pursuant to which the Participant shall concurrently provide irrevocable written instructions: (i) to the Company’s designated stock plan administrator to effect the immediate sale of a sufficient number of the Shares acquired upon the vesting of the Shares to enable the Company’s designated stock plan administrator to remit, out of the sales proceeds available upon the settlement date, sufficient funds to the Company to cover all applicable federal, state and local income and employment taxes required to be withheld by the Company by reason of such vesting and/or sale; and (iiiii) in the event that the Participant does not satisfy (i) above on a timely basis, to the Company may, but shall not be required to, pay to deliver any certificate(s) or other evidence of ownership for such required withholding and, sold Shares directly to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided designated stock plan administrator in order to complete the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blanksale transaction. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the CodeInternal Revenue Code of 1986, as amended, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall have become vested or (y) the date on which the Participant makes a an election under Section 83(b) election (if he or she so chooses of the Code with respect to make such an election)any Restricted Shares, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges acknowledges, subject to the last sentence of this paragraph, that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall pay to the CompanyCorporation, or make arrangements satisfactory to the Company Corporation regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested; (ii) the Company Corporation shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including that the Company Corporation may, but shall not be required to, sell a number of Restricted Shares or treat a number of Shares as forfeited, in either case sufficient to cover applicable withholding taxes; and (iii) in the event that if the Participant does not satisfy comply with clause (i) above on a timely basis, solely to the Company extent permitted by law (including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002), the Corporation may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, and treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the CompanyCorporation’s sole discretion and provided the Company Corporation so notifies the Participant within thirty (30) 30 days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company Corporation to all of the rights at law of a creditor secured by the Restricted Shares. The Company Corporation may hold as security any certificates representing any Restricted Shares and, upon demand of the CompanyCorporation, the Participant shall deliver to the Company Corporation any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the CompanyCorporation’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) upon the date on which the Participant makes a filing of an election under Section 83(b) election (if he or she so chooses to make such an election)as provided below, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federalfederal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested; and (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federalfederal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vestedvested or other withholding taxes that are required by law, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes. Subject to the Participant’s compliance with the Company’s policy on Xxxxxxx Xxxxxxx (as in effect from time to time), the Participant may elect to pay the Company his or her obligations for the payment of such taxes through a special sale and remittance procedure commonly referred to as a “cashless exercise” or “sell to cover” transaction pursuant to which the Participant shall concurrently provide irrevocable written instructions: (i) to the Company’s designated stock plan administrator to effect the immediate sale of a sufficient number of the Shares acquired upon the vesting of the Shares to enable the Company’s designated stock plan administrator to remit, out of the sales proceeds available upon the settlement date, sufficient funds to the Company to cover all applicable federal, state and local income and employment taxes required to be withheld by the Company by reason of such vesting and/or sale; and (iiiii) in the event that the Participant does not satisfy (i) above on a timely basis, to the Company may, but shall not be required to, pay to deliver any certificate(s) or other evidence of ownership for such required withholding and, sold Shares directly to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided designated stock plan administrator in order to complete the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blanksale transaction. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant Employee acknowledges that it is Employee’s sole responsibility and not the Company’s, to file timely and properly any election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and any corresponding provisions of the state tax laws, if Employee wishes to utilize such election. Employee further acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses been granted to make such an election)Employee hereunder, the Participant Employee shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federalfederal, state or local income or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vestedsuch Shares; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant Employee any Federalfederal, state or local income or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vestedbeen granted by the Company hereunder, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant Employee does not satisfy (i) above on a timely basis, the Company may, but shall not be required toto (and shall not to the extent it would violate the Xxxxxxxx-Xxxxx Act), pay such required withholding and, to the extent permitted by applicable law, and treat such amount as a demand loan to the Participant Employee at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant Employee within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant Employee to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant Employee shall deliver to the Company any certificates in his or her Employee’s possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges acknowledges, subject to the last sentence of this paragraph, that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall pay to the CompanyCompany or, to the extent permitted by law, deliver to the Company outstanding shares of Common Stock held by the Participant or make other arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxestaxes or arrange for shares to be delivered on a “net” basis, in each case subject to applicable law; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company maymay (to the extent permitted by applicable law), but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, and treat such amount as a demand loan to the Participant you at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares Shares, and any failure by the Participant you to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election), the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the 1 To be included in recipient award agreement on a case by case basis as determined by the Committee in its sole discretion Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election), the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.of

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall have become vested or (y) the date on which the Participant makes a an election under Section 83(b) election (if he or she so chooses of the Code with respect to make such an election)Restricted Shares, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares or Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares or Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares or Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. To the extent applicable, the Participant shall be subject to the provisions of Section 19 of the Plan with respect to any required withholding or other tax obligations in connection with the issuance, delivery or vesting of the Restricted Shares or otherwise in connection with this Agreement. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any Restricted Shares shall have become vested or (y) vested, or, if earlier, upon the date on which the Participant makes a making of an election under Section 83(b) election (if he of the Code or she so chooses to make such an election)upon any other tax event, the Participant shall pay to the Company, the Advisor or one of their respective affiliates, or make arrangements satisfactory to the Company Company, the Advisor or one of their respective affiliates, regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any such Restricted Shares which shall have become so vestedShares; and (ii) the Company Company, the Advisor or one of their respective affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any such Restricted Shares which shall have become so vestedShares, including that by selling or otherwise reducing the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) otherwise deliverable or delivering Shares already owned, in the event that the Participant does not satisfy (i) above on each case, having a timely basis, the Company may, but shall not be required to, pay such required withholding and, Fair Market Value equal to the extent permitted by applicable law, treat amount of such amount as a demand loan to tax withholding obligations in accordance with the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blankPlan. The Participant also acknowledges that it is his or her sole responsibility, and not the responsibility of the Company’s, the Advisor or any of their respective affiliates, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election, and to provide a copy of such election to the Company, the Advisor or the relevant affiliate of the Company or the Advisor to whom the services were provided.

Taxes; Section 83(b) Election. The Participant acknowledges that (i) no later than the earlier of (x) the date on which any shares of Restricted Shares Stock shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any shares of Restricted Shares Stock which shall have become so vested; (ii) the Company or ARC shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any shares of Restricted Shares Stock which shall have become so vested, including that the Company may, but shall not be required to, sell a number of shares of Restricted Shares Stock sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the shares of Restricted Shares Stock and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the shares of Restricted SharesStock. The Company may hold as security any certificates representing any shares of Restricted Shares Stock and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession EXECUTION VERSION representing the shares of Restricted Shares Stock together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, the Manager’s or ARC’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

Taxes; Section 83(b) Election. The Participant acknowledges acknowledges, subject to the last sentence of this paragraph, that (i) no later than the earlier of (x) the date on which any Restricted Shares Stock shall have become vested or (y) the date on which the Participant makes a Section 83(b) election (if he or she so chooses to make such an election)vested, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares Stock which shall have become so vested, including that the Company may, but shall not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but shall not be required to, pay such required withholding and, to the extent permitted by applicable law, and treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.