Common use of Section 431 Election Clause in Contracts

Section 431 Election. The exercise of an Option for Unvested Shares is subject to the Purchaser entering into a Section 431 election (the “Election”) within 14 days of the purchase of the exercised Shares, electing pursuant to Section 431 of the Income Tax (Earnings & ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ to be taxed currently on any difference between the purchase price of the exercised Shares and their unrestricted Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option (UK Unapproved Option), this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the unrestricted Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. A form of Election under Section 431 is attached hereto as Exhibit C-5. Purchaser hereby agrees to complete and return the election to the Company.

Section 431 Election. The exercise of an Option for Unvested Shares is subject to the Purchaser entering into a Section 431 election (the “Election”) within 14 days of the purchase of the exercised Shares, electing pursuant to Section 431 of the Income Tax (Earnings & ▇▇▇▇▇▇▇▇Pensions) ▇▇▇ ▇▇▇▇ Act 2003 to be taxed currently on any difference between the purchase price of the exercised Shares and their unrestricted Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option (UK Unapproved Option), this will result in a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the unrestricted Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. A form of Election under Section 431 is attached hereto as Exhibit C-5. Purchaser hereby agrees to complete and return the election to the Company.