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

Withholding Taxes; Section 83(b) Election. (a) Upon the Granting Date, or at any time thereafter as requested by the Company, Grantee hereby authorizes withholding from payroll and any other amounts payable to Grantee, and otherwise agrees to make adequate provision for any sums required to satisfy the federal and state tax withholding obligations of the Company or any of its subsidiary corporations, if any, which arise in connection with this Agreement. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee has reviewed with Grantee’s own tax advisors the federal and state tax consequences of the acquisition and vesting of the shares contemplated by this Agreement. Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee understands that Grantee (and not the Company) shall be responsible for Grantee’s own tax liability that may arise as a result of the acquisition and vesting of the shares contemplated by this Agreement. Grantee understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that may be avoided or mitigated by filing an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF GRANTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the lapse of the forfeiture provisions. For so long as the Common Stock is registered under the Exchange Act, the Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from this award, valued at any time thereafter as requested by their Fair Market Value; provided, however, that (i) the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company, Grantee hereby authorizes ’s minimum statutory withholding from payroll and any other amounts payable to Grantee, and otherwise agrees to make adequate provision obligations (based on minimum statutory withholding rates for any sums required to satisfy the federal and state tax withholding purposes, including payroll taxes, that are applicable to such supplemental taxable income) and (ii) satisfaction of such tax obligations through shares of the Company Company’s Common Stock, including Shares retained from this award, may only be authorized by the Company’s Compensation Committee in its sole discretion at any time prior to the occurrence of a vesting date (whereby such Committee may adopt a resolution permitting the Participant to satisfy his or her tax withholding obligation through the surrender of shares of the Company’s Common Stock, including a portion of the Shares the vesting of which gives rise to the withholding obligations). Shares surrendered to satisfy tax withholding requirements cannot be subject to any of its subsidiary corporationsrepurchase, if anyforfeiture, which arise in connection with this Agreementunfulfilled vesting or other similar requirements. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state other tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that may be avoided or mitigated by filing an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S RESPONSIBILITY AND THE PARTICIPANT AGREES NOT THE COMPANY’S TO FILE TIMELY THE AN ELECTION UNDER SECTION 83(B), EVEN IF GRANTOR REQUESTS ) OF THE COMPANY OR ITS REPRESENTATIVES INTERNAL REVENUE CODE WITH RESPECT TO MAKE THIS FILING ON GRANTEE’S BEHALFTHE ISSUANCE OF THE SHARES.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant expressly acknowledges that the Granting Date, award of the Restricted Shares to the Participant or at any time thereafter as requested the vesting thereof will give rise to “wages” subject to withholding. The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to the Participant ‘s paying to the Company in cash (or by the Companydelivery of previously acquired shares of Common Stock or by having the Company hold back from the shares to be delivered, Grantee hereby authorizes shares of Common Stock having a Fair Market Value calculated to satisfy the withholding from payroll requirement) all federal, state, local and any other amounts payable to Grantee, and otherwise agrees to make adequate provision for any sums applicable taxes required to be withheld in connection with such award or vesting; provided, however, except as otherwise provided by the Board, the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). If the withholding obligations obligation is not satisfied by the Participant promptly, the Participant acknowledges and agrees that the Company has the right (without further consent from the Participant) to deduct any federal, state or local taxes of any kind required by law to be withheld with respect to the award of the Company Restricted Shares to the Participant or the vesting thereof from payments of any kind otherwise due to the Participant (including but not limited to, the hold back from the shares to be delivered pursuant to Section 7 of its subsidiary corporationsthis Agreement of that number of shares calculated to satisfy all such federal, if anystate, which arise local or other applicable taxes required to be withheld in connection with this Agreementsuch award or vesting). (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state foreign tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that it may be avoided or mitigated beneficial in some circumstances to elect to be taxed at the time the Restricted Shares are awarded rather than when and as the restrictions thereon lapse by filing an election under Section 83(b) of the Internal Revenue Code, as amendedCode with the I.R.S. within 30 days from the date of award. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY THE PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY GRANTEETHE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B83(b), EVEN IF GRANTOR THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEETHE PARTICIPANT’S BEHALF.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local, or at foreign taxes of any time thereafter as requested kind required by law to be withheld with respect to the Company, Grantee hereby authorizes withholding from payroll and any other amounts payable to Grantee, and otherwise agrees to make adequate provision for any sums required to satisfy the federal and state tax withholding obligations vesting of the Company or any of its subsidiary corporations, if any, which arise in connection with this AgreementShares. (b) Unless The Participant will satisfy the tax withholding obligations obligation due on each date on which Shares vest hereunder through the automatic forfeiture to the Company of Shares scheduled to vest on such date. Accordingly the Participant hereby instructs the Company to take whatever action is necessary or advisable such that, with no further action by the Participant, on date on which Shares vest hereunder, Shares are automatically forfeited to the Company on such date with a value equal to the Company’s minimum statutory withholding obligations, based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that result from the vesting of Shares on such date hereunder, with the value of one Share for such purpose being equal to the closing price of the Company and/or any of its subsidiary corporations are satisfied, Company’s common stock on the Company shall have no obligation to issue a certificate for any shares under trading day preceding the terms of this Agreementvesting date. (c) Grantee acknowledges that As of the date hereof, the Participant is not aware of any material nonpublic information about the Company or its common stock. The Participant has advised entered into the commitments described in Section 7(b) in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Securities Exchange Act of 1934. It is the intention of the Participant that Grantee consult a tax advisor regarding Section 7(b) comply with the Restricted Stock awarded requirements of Rule 10b5-1(c)(1) under this Agreement. Grantee the Securities Exchange Act of 1934, and Section 7(b) shall be interpreted to comply with the requirements of such rule. (d) The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state foreign tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that it may be avoided or mitigated beneficial in many circumstances to elect to be taxed at the time the Shares are granted rather than when and as the Shares vest by filing an election under Section 83(b) of the Internal Revenue Code, as amendedCode of 1986 with the I.R.S. within 30 days from the date of grant. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY THE PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY GRANTEETHE PARTICIPANT’S RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B83(b), EVEN IF GRANTOR THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEETHE PARTICIPANT’S BEHALF.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the vesting of any Shares. [Alternative 1: The Participant acknowledges and agrees that the Company may elect to satisfy any such income tax withholding requirement by causing Shares to be sold on the Participant’s behalf at each vesting date in an amount sufficient to satisfy any time thereafter as requested tax withholding resulting from such vesting.][ Alternative 2: The Participant shall satisfy such tax withholding obligations by transferring to the Company, Grantee hereby authorizes withholding from payroll and any other amounts payable to Granteeon each date on which Shares vest under this Agreement, and otherwise agrees to make adequate provision for any sums required to satisfy such number of Shares that vest on such date as have a fair market value (calculated using the federal and state tax withholding obligations last reported sale price of the common stock of the Company or any on the NASDAQ Global Market on the trading date immediately prior to such vesting date) equal to the amount of its subsidiary corporations, if any, which arise the Company’s tax withholding obligation in connection with this Agreementthe vesting of such Shares. Such delivery of Shares to the Company shall be deemed to happen automatically, without any action required on the part of the Participant, and the Company is hereby authorized to take such actions as are necessary to effect such delivery.] (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state foreign tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that it may be avoided or mitigated beneficial in many circumstances to elect to be taxed at the time the Shares are purchased rather than when and as the Company’s Purchase Option expires by filing an election under Section 83(b) of the Internal Revenue Code, as amendedCode with the I.R.S. within 30 days from the date of purchase. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY THE PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY GRANTEETHE PARTICIPANT’S RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B83(b), EVEN IF GRANTOR THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEETHE PARTICIPANT’S BEHALF.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the lapse of the forfeiture provisions. For so long as the Common Stock is registered under the Exchange Act, the Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from this award, valued at any time thereafter as requested by their Fair Market Value; provided, however, that (i) the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company, Grantee hereby authorizes ’s minimum statutory withholding from payroll and any other amounts payable to Grantee, and otherwise agrees to make adequate provision obligations (based on minimum statutory withholding rates for any sums required to satisfy the federal and state tax withholding purposes, including payroll taxes, that are applicable to such supplemental taxable income) and (ii) satisfaction of such tax obligations through shares of the Company Company’s Common Stock, including Shares retained from this award, may only be authorized by the Company’s Compensation Committee in its sole discretion at any time prior to the occurrence of a vesting date (whereby such Committee may adopt a resolution permitting the Participant to satisfy his tax withholding obligation through the surrender of shares of the Company’s Common Stock, including a portion of the Shares the vesting of which gives rise to the withholding obligations). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or any of its subsidiary corporations, if any, which arise in connection with this Agreementother similar requirements. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state other tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that may be avoided or mitigated by filing an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S RESPONSIBILITY AND THE PARTICIPANT AGREES NOT THE COMPANY’S TO FILE TIMELY THE AN ELECTION UNDER SECTION 83(B), EVEN IF GRANTOR REQUESTS ) OF THE COMPANY OR ITS REPRESENTATIVES INTERNAL REVENUE CODE WITH RESPECT TO MAKE THIS FILING ON GRANTEE’S BEHALFTHE ISSUANCE OF THE SHARES.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Shares. The Participant shall satisfy such tax withholding obligations by either (i) making a cash payment to the Company on the date of vesting of the Shares, in the amount of the Company’s withholding obligation in connection with the vesting of such Shares or (ii) at any time thereafter as requested the option of the Participant, satisfy such tax withholding obligations by transferring to the Company, Grantee hereby authorizes withholding from payroll and any other amounts payable to Granteeon each date on which Shares vest under this Agreement, and otherwise agrees to make adequate provision for any sums required to satisfy such number of shares of Common Stock (including Shares that vest on such date) as have a fair market value (calculated using the federal and state tax withholding obligations last reported sale price of the common stock of the Company on the NASDAQ Global Market (or any of its subsidiary corporationssuch other market or exchange on which the Company’s Common Stock is then listed, if any, which arise it is not then listed on the NASDAQ Global Market) on the vesting date) equal to the amount of the Company’s tax withholding obligation in connection with this Agreementthe vesting of such Shares. To effect such delivery of Common Stock, the Participant hereby authorizes the Company to take any actions necessary or appropriate to cancel any certificate(s) representing such Common Stock and transfer ownership of such shares of Common Stock to the Company; and if the Company or its transfer agent requires an executed stock power or similar confirmatory instrument in connection with such cancellation and transfer, the Participant shall promptly execute and deliver the same to the Company. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state foreign tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that it may be avoided or mitigated beneficial in many circumstances to elect to be taxed at the time the Shares are granted rather than when and as the risk of forfeiture lapses by filing an election under Section 83(b) of the Internal Revenue Code, as amendedCode with the I.R.S. within 30 days from the date of grant. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY THE PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY GRANTEETHE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B83(b), EVEN IF GRANTOR THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEETHE PARTICIPANT’S BEHALF.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the lapse of the forfeiture provisions. For so long as the Common Stock is registered under the Securities Exchange Act of 1934, as amended, the Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including vested Shares, valued at any time thereafter their Fair Market Value (as requested by defined in the Plan); provided, however, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company, Grantee hereby authorizes 's minimum statutory withholding from payroll and any other amounts payable to Grantee, and otherwise agrees to make adequate provision obligations (based on minimum statutory withholding rates for any sums required to satisfy the federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares surrendered to satisfy tax withholding obligations of the Company requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or any of its subsidiary corporations, if any, which arise in connection with this Agreementother similar requirements. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Grantee’s the Participant's own tax advisors the federal federal, state, local and state other tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Grantee’s the Participant's own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant understands that the acquisition Participant may elect to be taxed at the time the Shares are issued rather than when and vesting of as the shares may have adverse tax consequences to Grantee that may be avoided or mitigated Shares vest by filing an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed Code of 1986 with the I.R.S. within thirty (30) 30 days after the Granting Datedate of purchase. GRANTEE HEREBY THE PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S THE PARTICIPANT'S RESPONSIBILITY AND NOT THE COMPANY’S 'S TO FILE TIMELY THE ANY ELECTION UNDER SECTION 83(B83(b), EVEN IF GRANTOR THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S THE PARTICIPANT'S BEHALF.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or at local taxes of any time thereafter as requested kind required by law to be withheld with respect to the vesting of the Unvested Shares. The Participant shall satisfy such tax withholding obligations by transferring to the Company, Grantee hereby authorizes withholding from payroll and any other amounts payable to Granteeon each date on which Unvested Shares vest under this Agreement, and otherwise agrees to make adequate provision for any sums required to satisfy such number of Unvested Shares that vest on such date as have a fair market value (calculated using the federal and state tax withholding obligations last reported sale price of the common stock of the Company or any of its subsidiary corporationson the NASDAQ Global Market on such vesting date or, if anysuch vesting date is not a trading day, which arise on the trading date immediately prior to such vesting date) equal to the amount of the Company's statutory minimum tax withholding obligation in connection with this Agreementthe vesting of such Unvested Shares. Such delivery of Unvested Shares to the Company shall be deemed to happen automatically, without any action required on the part of the Participant, and the Company is hereby authorized to take such actions as are necessary to effect such delivery. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Grantee’s the Participant's own tax advisors the federal federal, state, local and state foreign tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Grantee’s the Participant's own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee understands The Participant acknowledges that the acquisition and vesting he or she has been informed of the shares may have adverse tax consequences to Grantee that may be avoided or mitigated by filing availability of making an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed within thirty (30, with respect to the issuance of the Shares and that the Participant has agreed not to file a Section 83(b) days after the Granting Date. GRANTEE HEREBY ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF GRANTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALFelection.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or at local taxes of any time thereafter as requested kind required by law to be withheld with respect to the vesting of the Unvested Shares. The Participant shall satisfy such tax withholding obligations by transferring to the Company, Grantee hereby authorizes withholding from payroll and any other amounts payable to Granteeon each date on which Unvested Shares vest under this Agreement, and otherwise agrees to make adequate provision for any sums required to satisfy such number of Unvested Shares that vest on such date as have a fair market value (calculated using the federal and state tax withholding obligations last reported sale price of the common stock of the Company or any of its subsidiary corporationson the NASDAQ Global Market on such vesting date or, if anysuch vesting date is not a trading day, which arise on the trading date immediately prior to such vesting date equal to the amount of the Company’s tax withholding obligation in connection with this Agreementthe vesting of such Unvested Shares. Such delivery of Unvested Shares to the Company shall be deemed to happen automatically, without any action required on the part of the Participant, and the Company is hereby authorized to take such actions as are necessary to effect such delivery. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state foreign tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee understands The Participant acknowledges that the acquisition and vesting he or she has been informed of the shares may have adverse tax consequences to Grantee that may be avoided or mitigated by filing availability of making an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed within thirty (30, with respect to the issuance of the Shares and that the Participant has agreed not to file a Section 83(b) days after the Granting Date. GRANTEE HEREBY ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF GRANTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALFelection.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local, or at foreign taxes of any time thereafter as requested kind required by law to be withheld with respect to the Company, Grantee hereby authorizes withholding from payroll and any other amounts payable to Grantee, and otherwise agrees to make adequate provision for any sums required to satisfy the federal and state tax withholding obligations vesting of the Company or any of its subsidiary corporations, if any, which arise in connection with this AgreementShares. (b) Unless [The Participant will satisfy the tax withholding obligations obligation due on each date on which Shares vest hereunder through the automatic forfeiture to the Company of Shares scheduled to vest on such date. Accordingly the Participant hereby instructs the Company to take whatever action is necessary or advisable such that, with no further action by the Participant, on date on which Shares vest hereunder, Shares are automatically forfeited to the Company on such date with a value equal to the Company’s minimum statutory withholding obligations, based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that result from the vesting of Shares on such date hereunder, with the value of one Share for such purpose being equal to the closing price of the Company and/or any of its subsidiary corporations are satisfied, Company’s common stock on the Company shall have no obligation to issue a certificate for any shares under trading day preceding the terms of this Agreementvesting date.] (c) Grantee acknowledges that [As of the date hereof, the Participant is not aware of any material nonpublic information about the Company or its common stock. The Participant has advised entered into the commitments described in Section 7(b) in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Securities Exchange Act of 1934. It is the intention of the Participant that Grantee consult a tax advisor regarding Section 7(b) comply with the Restricted Stock awarded requirements of Rule 10b5-1(c)(1) under this Agreementthe Securities Exchange Act of 1934, and Section 7(b) shall be interpreted to comply with the requirements of such rule.] (d) The Participant acknowledges and agrees that he may not make an election under Section 83(b) of the Internal Revenue Code with respect to the Shares. Grantee The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state foreign tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that may be avoided or mitigated by filing an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF GRANTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.

Withholding Taxes; Section 83(b) Election. (a) Upon The Participant acknowledges and agrees that the Granting DateCompany has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or at local taxes of any time thereafter as requested kind required by law to be withheld with respect to the vesting of the Unvested Shares. The Participant shall satisfy such tax withholding obligations by transferring to the Company, Grantee hereby authorizes withholding from payroll and any other amounts payable to Granteeon each date on which Unvested Shares vest under this Agreement, and otherwise agrees to make adequate provision for any sums required to satisfy such number of Unvested Shares that vest on such date as have a fair market value (calculated using the federal and state tax withholding obligations last reported sale price of the common stock of the Company or any of its subsidiary corporationson the NASDAQ Global Market on such vesting date or, if anysuch vesting date is not a trading day, which arise on the trading date immediately prior to such vesting date) equal to the amount of the Company’s tax withholding obligation in connection with this Agreementthe vesting of such Unvested Shares. Such delivery of Unvested Shares to the Company shall be deemed to happen automatically, without any action required on the part of the Participant, and the Company is hereby authorized to take such actions as are necessary to effect such delivery. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state foreign tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment or the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee understands The Participant acknowledges that the acquisition and vesting he or she has been informed of the shares may have adverse tax consequences to Grantee that may be avoided or mitigated by filing availability of making an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed within thirty (30, with respect to the issuance of the Shares and that the Participant has agreed not to file a Section 83(b) days after the Granting Date. GRANTEE HEREBY ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(B), EVEN IF GRANTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALFelection.

Withholding Taxes; Section 83(b) Election. 6.1 The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the issuance of the Shares to the Participant or the lapse of the forfeiture provisions. For so long as the Common Stock is registered under the Exchange Act, the Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from this award, valued at their Fair Market Value; provided, however, that (ai) Upon the Granting Date, or at any time thereafter as requested by total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company, Grantee hereby authorizes ’s minimum statutory withholding from payroll and any other amounts payable to Grantee, and otherwise agrees to make adequate provision obligations (based on minimum statutory withholding rates for any sums required to satisfy the federal and state tax withholding purposes, including payroll taxes, that are applicable to such supplemental taxable income) and (ii) satisfaction of such tax obligations through shares of the Company Company’s Common Stock, including Shares retained from this award, may only be authorized by the Company’s Compensation Committee in its sole discretion at any time prior to the occurrence of a vesting date (whereby such Committee may adopt a resolution permitting the Participant to satisfy his tax withholding obligation through the surrender of shares of the Company’s Common Stock, including a portion of the Shares the vesting of which gives rise to the withholding obligations). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or any of its subsidiary corporations, if any, which arise in connection with this Agreementother similar requirements. (b) Unless the tax withholding obligations of the Company and/or any of its subsidiary corporations are satisfied, the Company shall have no obligation to issue a certificate for any shares under the terms of this Agreement. (c) Grantee acknowledges that the Company has advised that Grantee consult a tax advisor regarding the Restricted Stock awarded under this Agreement. Grantee 6.2 The Participant has reviewed with Granteethe Participant’s own tax advisors the federal federal, state, local and state other tax consequences of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Grantee The Participant understands that Grantee the Participant (and not the Company) shall be responsible for Granteethe Participant’s own tax liability that may arise as a result of this investment and the acquisition and vesting of the shares transactions contemplated by this Agreement. Grantee understands that the acquisition and vesting of the shares may have adverse tax consequences to Grantee that may be avoided or mitigated by filing an election under Section 83(b) of the Internal Revenue Code, as amended. Such election must be filed within thirty (30) days after the Granting Date. GRANTEE HEREBY ACKNOWLEDGES THAT IT IS SOLELY GRANTEE’S RESPONSIBILITY AND THE PARTICIPANT AGREES NOT THE COMPANY’S TO FILE TIMELY THE AN ELECTION UNDER SECTION 83(B), EVEN IF GRANTOR REQUESTS ) OF THE COMPANY OR ITS REPRESENTATIVES INTERNAL REVENUE CODE WITH RESPECT TO MAKE THIS FILING ON GRANTEE’S BEHALFTHE ISSUANCE OF THE SHARES.