Vesting Restrictions; 83(b) Election Sample Clauses

Vesting Restrictions; 83(b) Election. The Units are subject to certain vesting and transfer restrictions pursuant to this Agreement, and the Company believes those restrictions will result in the Units being “substantially nonvested” and subject to a “nonlapse restriction” for purposes of Section 83 of the Internal Revenue Code 1986, as amended (the “Code”). Executive shall make an election under Section 83(b) of the Code (“83(b) Election”) not later than 30 days after the date the Units are transferred to Executive. It is a condition to the issuance of the Units to Executive that Executive will make a timely and valid 83(b) Election. By making an 83(b) Election, Executive will elect to include in the taxable income of Executive for the year the Units are transferred to Executive, the fair market value of the Units (as determined for federal income tax purposes) on the date of transfer. The Company’s board of managers has determined that the value of the Common Units for this purpose, treating the vesting and transfer restrictions as nonlapse restrictions under the Code, is $1.65 per unit, which is the per-unit amount that the Company intends to report as wages income for purposes of payroll tax withholding and reporting for the year of transfer. Executive acknowledges that the Internal Revenue Service could assert that the value of the Units on the date of transfer is higher or lower. Simultaneously with the execution and delivery of this Agreement, Executive will execute and deliver to the Company a fully completed 83(b) Election, and Executive hereby authorizes the Company to file the election with the Internal Revenue Service on behalf of Executive. Executive acknowledges, by checking the applicable box below, that Executive files Executive’s federal income tax return with the x Oxxxx, XX 00000 ¨ Other (please specify) Service Center of the Internal Revenue Service. Executive agrees to report such income on Executive’s federal, state and local income tax returns, as applicable, in a manner consistent with the 83(b) Election for the year of the election.