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

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 Electionelection, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 Electionelection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser ▇▇▇▇▇▇▇▇▇ is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S PURCHASERS BEHALF.

Section 83(b) Election. Purchaser The Grantee hereby acknowledges that he or she the Grantee has been informed that, with respect to the exercise grant of an Option for Unvested the Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 days of the purchase grant of the exercised Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value of the Restricted Shares on the date of purchaseGrant Date. In the case of a Nonstatutory Stock Option, this This will result in the recognition of taxable income to the Purchaser Grantee on the date of exerciseGrant Date, measured by the excess, if any, of equal to the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised SharesRestricted Shares on such date. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, Grantee at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapsesRestricted Shares vest. The Purchaser Grantee is strongly hereby encouraged to seek the advice of his or her the Grantee’s own tax consultants in connection with the purchase of the Restricted Shares and the advisability of filing of the Election under Section 83(b) of the CodeElection. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceRESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. PURCHASER THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE TIMELY FILE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODEELECTION, EVEN IF PURCHASER THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERTHE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. Purchaser hereby acknowledges Shareholder understands that he or she has been informed thatunder section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) may be filed by ), the Purchaser with the Internal Revenue Service, within 30 days excess of the purchase fair market value of the exercised SharesRestricted Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase Price paid for such shares will be reportable as ordinary income on such lapse date. For this purpose, electing the term “forfeiture restrictions” includes the right of the Company to repurchase the Restricted Shares pursuant to Section the Repurchase Right provided under Article V of this Agreement. Shareholder understands that he/she may elect under section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over Restricted Shares are acquired hereunder, rather than when and as such Restricted Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the purchase price for Internal Revenue Service within thirty (30) days after the exercised SharesDate of Grant. Absent such an Election, taxable income will be measured and recognized by Even if the Purchaser fair market value of the Restricted Shares at the time or times on which Date of Grant equals the Company’s Repurchase Option lapsesPurchase Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised SharesTHE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT B HERETO. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapsesSHAREHOLDER UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE SHAREHOLDER AS THE FORFEITURE RESTRICTIONS LAPSE. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER SHAREHOLDER ACKNOWLEDGES THAT IT IS PURCHASERSHAREHOLDER’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER SHAREHOLDER REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASER’S HIS/HER BEHALF. This filing should be made by registered or certified mail, return receipt requested, and Shareholder must retain two (2) copies of the completed form for filing with his or her state and federal tax returns for the current tax year and an additional copy for his or her records.

Section 83(b) Election. Purchaser hereby acknowledges The Executive understands that he or she has been informed thatunder Section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) ), the difference between the purchase price, if any, paid for the Restricted Shares and their fair market value on the date any forfeiture restrictions applicable to such Restricted Shares lapse will be reportable as ordinary income at that time. The Executive understands that the Executive may elect to be filed by taxed at the Purchaser with time the Internal Revenue Service, within 30 days Restricted Shares are acquired hereunder to the extent the fair market value of the Restricted Shares differs from the purchase of the exercised Sharesprice, electing pursuant if any, rather than when and as such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code to be taxed currently on any difference between with the Internal Revenue Service within 30 days after the G▇▇▇ Date. If the fair market value of the Restricted Shares at the Grant Date equals the purchase price of paid (and thus no tax is payable), the exercised Shares and their Fair Market Value on election should be made to avoid adverse tax consequences in the date of purchasefuture. In Executive understands that failure to make this filing within the case of a Nonstatutory Stock Option, this 30-day period will result in the recognition of taxable ordinary income to by Executive as the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Sharesforfeiture restrictions lapse. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER THE EXECUTIVE ACKNOWLEDGES THAT IT IS PURCHASERTHE EXECUTIVE’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER THE EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASERTHE EXECUTIVE’S BEHALF. THE EXECUTIVE IS RELYING SOLELY ON THE EXECUTIVE’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE A SECTION 83(b) ELECTION.

Section 83(b) Election. Purchaser If the Employee is subject to United States federal income tax, the Employee hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested SharesRestricted Stock Award, an election (the “Election”) may be filed by the Purchaser Employee with the Internal Revenue ServiceService ("IRS"), within 30 thirty (30) days of the purchase issuance of the exercised SharesRestricted Stock Award to the Employee, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed currently on any difference between the purchase price of the exercised Shares underlying the Restricted Stock Award (paid by the Employee for such Restricted Stock Award; in this Agreement, that amount is $0.00) and their Fair Market Value the fair market value of the Shares underlying the Restricted Stock Award on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase (market price for the exercised SharesClass A Common Stock (the ▇▇▇▇▇ ▇▇▇▇▇ per Share)). Absent such an Electionelection, taxable income will be measured and recognized by the Purchaser Employee at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value Full Vesting Date (or such earlier vesting date pursuant to Section 2(c) above with respect to earlier-vested Shares of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised SharesRestricted Stock Award). Absent such an Electionelection, alternative minimum taxable income will be measured and recognized by Purchaser the Employee at the time or times on which the Company’s Repurchase Option lapsesof vesting. The Purchaser Employee is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase issuance of the Shares Restricted Stock Award and the advisability of filing of the Election election under Section 83(b) of the Code. A form The Employee shall promptly provide a copy of Election under any such election filed with the IRS with the Company. As of the date this Agreement was drafted, the IRS provided information regarding the Section 83(b) election in its Publication 525 "Taxable and Non-Taxable Income", available on its website at ▇▇▇.▇▇▇.▇▇▇, which the Employee may want to review for informational purposes. The Employee understands and agrees that the Company is attached hereto as Exhibit C-5 providing this information solely for the Employee's reference, and the Company is in no way responsible for any information provided on the IRS website, or available through hyperlinks located on the IRS website to other websites. PURCHASER THE EMPLOYEE ACKNOWLEDGES THAT IT IS PURCHASER’S THE EMPLOYEE'S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND 'S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF).

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. This discussion is intended only as a summary of the general United States income tax laws that apply to exercising Options as to Shares that have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The federal, state and local tax consequences to any particular taxpayer will depend upon his or her individual circumstances. Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges Participant understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), may tax as ordinary income the difference between the amount paid for the Restricted Shares and the Fair Market Value of the Restricted Shares as of the date any restrictions on the Restricted Shares lapse, in the absence of an 83(b) election. Participant understands that he or she has been informed that, with respect may elect to be taxed at the exercise time of an Option for Unvested Shares, the grant of the Restricted Shares rather than when and as restrictions on the Restricted Shares lapse by filing an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to under Section 83(b) of the Code to be taxed currently on any difference between with the purchase price Internal Revenue Service within thirty (30) days from the date hereof and by filing a copy of such election with Participant’s tax return for the exercised Shares and their Fair Market Value tax year in which the restrictions on the date of purchaseRestricted Shares lapse. In the case of a Nonstatutory Stock OptionPARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY PARTICIPANT, this will result in the recognition of taxable income to the Purchaser on the date of exerciseWHEN AND AS THE RESTRICTIONS ON THE RESTRICTED SHARES LAPSE, measured by the excessON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, if anyIF ANY, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised SharesAND THE FAIR MARKET VALUE OF THE RESTRICTED SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS PURCHASERPARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE TIMELY FILE THE EFFECT ELECTION UNDER SECTION 83(b). PARTICIPANT ACKNOWLEDGES THAT HE OR SHE SHALL CONSULT PARTICIPANT’S OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NONADVISABILITY OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY MAKING THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS CODE AND ACKNOWLEDGES THAT PARTICIPANT SHALL NOT RELY ON THE COMPANY OR ITS REPRESENTATIVE ADVISERS FOR SUCH ADVICE. PARTICIPANT FURTHER ACKNOWLEDGES THAT SHOULD PARTICIPANT FILE THE ELECTION UNDER SECTION 83(b), PARTICIPANT WILL TIMELY DELIVER A COPY OF SUCH ELECTION TO MAKE THIS FILING ON PURCHASER’S BEHALFTHE COMPANY.

Section 83(b) Election. Purchaser hereby acknowledges The Grantee understands that Code Section 83 may tax as compensation income the difference between the amount paid for the shares of Restricted Stock, if any, and the fair market value of the shares of Restricted Stock as of the date any restrictions on the shares of Restricted Stock lapse in the absence of an election under Code Section 83(b). In this context, “restriction” means the forfeitability of the shares of Restricted Stock pursuant to the terms of this Agreement. The Grantee understands that he or she has been informed that, with respect may elect to be taxed at the exercise time he or she receives the shares of an Option for Unvested Shares, Restricted Stock and while the shares of Restricted Stock are subject to restrictions rather than waiting to be taxed on the shares of Restricted Stock when and as the restrictions lapse. The Grantee realizes that he or she may choose this tax treatment by filing an election (the “Election”under Code Section 83(b) may be filed by the Purchaser with the Internal Revenue Service, Service within 30 thirty (30) days after the Grant Date and by filing a copy of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of election with his or her own tax consultants return for the tax year in connection with which the purchase of Restricted Shares were subjected to the Shares and the advisability of filing of the Election under Section 83(b) of the Coderestrictions. THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceTIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY THE GRANTEE, AS THE RESTRICTIONS LAPSE, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, IF ANY, AND THE FAIR MARKET VALUE OF THE SHARES OF RESTRICTED STOCK AT THE TIME SUCH RESTRICTIONS LAPSE. PURCHASER THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO TIMELY FILE TIMELY THE ELECTION UNDER CODE SECTION 83(b). THE GRANTEE ACKNOWLEDGES THAT HE OR SHE SHALL CONSULT HIS OR HER OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER CODE SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS AND ACKNOWLEDGES THAT HE OR SHE SHALL NOT RELY ON THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFADVISERS FOR SUCH ADVICE.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser ▇▇▇▇▇▇▇▇▇ is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges understands that he or she has been informed thatunder Section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) ), the difference between the Purchase Price paid for the Corporation Shares and their fair market value on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” includes ▇▇▇▇▇▇’▇ right to repurchase the Corporation Shares pursuant to his Repurchase Right under Article V of this Agreement. Purchaser understands that he may elect to be filed by taxed at the Purchaser with time the Internal Revenue Service, within 30 days Corporation Shares are acquired hereunder to the extent the fair market value of the purchase of Corporation Shares differs from the exercised SharesPurchase Price rather than when and as such Corporation Shares cease to be subject to such forfeiture restrictions, electing pursuant to by filing an election under Section 83(b) of the Code to be taxed currently on any difference between with the purchase price of the exercised Shares and their Fair Market Value on I.R.S. within thirty (30) days after the date of purchasepurchase hereunder. In If the case fair market value of a Nonstatutory Stock Optionthe Corporation Shares at the date of purchase equals the Purchase Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for making this election is attached as Exhibit B hereto. Purchaser understands that failure to make this filing within the thirty (30) day period will result in the recognition of taxable ordinary income to by the Purchaser on (in the event the fair market value of the Corporation Shares increases after the date of exercise, measured by purchase) as the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceforfeiture restrictions lapse. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ▇▇▇▇▇▇’▇, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER REQUESTS THE COMPANY ▇▇▇▇▇▇ OR ITS REPRESENTATIVE HIS REPRESENTATIVES TO MAKE THIS FILING ON PURCHASER’S HIS/HER BEHALF. PURCHASER IS RELYING SOLELY ON HIS OR HER ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.

Section 83(b) Election. Purchaser hereby acknowledges Director understands that he or she has been informed that, with respect to the exercise under Section 83 of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue ServiceCode of 1986, within 30 days as amended (the "Code"), the Fair Market Value of the purchase of Restricted Shares on the exercised Sharesdate any forfeiture restrictions applicable to such Restricted Shares lapse, electing pursuant less the Purchase Price paid, if any, will be reportable as ordinary income at that time. Director understands that Director may, instead, elect to be taxed at the time the Restricted Shares are issued hereunder. By filing an election under Section 83(b) of the Code to be taxed currently on any difference between with the purchase price I.R.S. within thirty (30) days after the Date of Grant, the exercised Shares and their Fair Market Value of the Restricted Shares on the date Date of purchaseGrant, less the Purchase Price, if any, will be reportable as ordinary income as of the Date of Grant. In Director understands that it may be advisable to file such election even if the case Fair Market Value of a Nonstatutory Stock Option, the Restricted Shares at the Date of Grant equals the Purchase Price paid (and thus no tax is payable). The form for making this election is attached as Exhibit B hereto. Director understands that failure to make this filing within the 30-day period will result in the recognition of taxable additional ordinary income to by Director (in the Purchaser on the date of exercise, measured by the excess, if any, of event the Fair Market Value of the exercised Shares, at Restricted Shares increases after the time Date of Grant) as the Option is exercised over the purchase price for the exercised Sharesforfeiture restrictions lapse. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER DIRECTOR ACKNOWLEDGES THAT IT IS PURCHASER’S DIRECTOR'S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND 'S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER DIRECTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASER’S DIRECTOR'S BEHALF. DIRECTOR IS RELYING SOLELY ON DIRECTOR'S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION AND NOT ON THE REPRESENTATIONS OF THE COMPANY OR ANY OF ITS EMPLOYEES OR AGENTS. DIRECTOR AGREES TO PROVIDE THE COMPANY A COPY OF ANY 83(b) ELECTION FILED WITH RESPECT TO THE RESTRICTED SHARES ISSUED UNDER THIS AGREEMENT.

Section 83(b) Election. Purchaser The Grantee hereby acknowledges that he or she the Grantee has been informed that, with respect to the exercise grant of an Option for Unvested the Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 days of the purchase grant of the exercised Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value of the Restricted Shares on the date of purchaseGrant Date. In the case of a Nonstatutory Stock Option, this This will result in the recognition of taxable income to the Purchaser Grantee on the date of exerciseGrant Date, measured by the excess, if any, of equal to the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised SharesRestricted Shares on such date. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, Grantee at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapsesRestricted Shares vest. The Purchaser Grantee is strongly hereby encouraged to seek the advice of his or her the Grantee’s own tax consultants in connection with the purchase of the Restricted Shares and the advisability of filing of the Election under Section 83(b) of the CodeElection. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceRESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. PURCHASER THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANYARTISAN’S TO DETERMINE TIMELY FILE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODEELECTION, EVEN IF PURCHASER THE GRANTEE REQUESTS THE COMPANY ARTISAN OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERTHE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY ARTISAN WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. Purchaser hereby acknowledges The Grantee understands that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) 83 of the Code to be taxed currently on any may tax as compensation income the difference between the purchase price of amount paid for the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excessRestricted Shares, if any, and the fair market value of the Fair Market Value Restricted Shares as of the exercised Shares, at date any restrictions on the time Restricted Shares lapse in the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case absence of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election election under Section 83(b) of the Code. A form In this context, “restriction” means the forfeitability of Election the Restricted Shares pursuant to the terms of this Agreement. In the event the Common Shares are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to officers, directors, and 10% stockholders may also mean the six-month period after the acquisition of the Restricted Shares during which sales of certain securities by such officers, directors, and ten percent (10%) stockholders would give rise to liability under Section 16(b) of the Exchange Act. The Grantee understands that he may elect to be taxed at the time the Grantee receives the Restricted Shares and while the Restricted Shares are subjected to restrictions rather than waiting to be taxed on the Restricted Shares when and as the restrictions lapse. The Grantee realizes that he may choose this tax treatment by filing an election under Section 83(b) is attached hereto as Exhibit C-5 of the Code with the Internal Revenue Service within thirty (30) days from the date hereof and by filing a copy of such election with his tax return for referencethe tax year in which the Restricted Shares were subjected to the restrictions. PURCHASER THE GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY THE GRANTEE, AS THE RESTRICTIONS LAPSE, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, IF ANY, AND THE FAIR MARKET VALUE OF THE RESTRICTED SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS . THE GRANTEE ACKNOWLEDGES THAT HE SHALL CONSULT HIS OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(b) OF THE CODE AND ACKNOWLEDGES THAT HE SHALL NOT RELY ON THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFADVISERS FOR SUCH ADVICE.

Section 83(b) Election. Purchaser hereby acknowledges The Grantee understands that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) 83 of the Code to be taxed currently on any may tax as compensation income the difference between the purchase price amount paid for the shares of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excessRestricted Stock, if any, and the fair market value of the Fair Market Value shares of Restricted Stock as of the exercised Shares, at date any restrictions on the time shares of Restricted Stock lapse in the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case absence of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election election under Section 83(b) of the Code. A form In this context, “restriction” means the forfeitability of Election the shares of Restricted Stock pursuant to the terms of this Agreement. To the extent that the Company has registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), “restriction” with respect to officers, directors, and ten percent (10%) shareholders may also mean the six-month period after the acquisition of the shares of Restricted Stock during which sales of certain securities by such officers, directors, and ten percent (10%) shareholders would give rise to liability under Section 16(b) of the Exchange Act. The Grantee understands that he or she may elect to be taxed at the time he or she receives the shares of Restricted Stock and while the shares of Restricted Stock are subject to restrictions rather than waiting to be taxed on the shares of Restricted Stock when and as the restrictions lapse. The Grantee realizes that he or she may choose this tax treatment by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the Grant Date and by filing a copy of such election with his or her tax return for the tax year in which the Restricted Shares were subjected to the restrictions. The Grantee understands that failure to make this filing in a timely manner may result in the recognition of compensation by the Grantee, as the restrictions lapse, on any difference between the purchase price, if any, and the fair market value of the shares of Restricted Stock at the time such restrictions lapse. The Grantee acknowledges that it is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION the Grantee’s sole responsibility and not the Company’s to timely file the election under Section 83(b) OF THE CODEof the Code. The Grantee acknowledges that he or she shall consult his or her own tax advisers regarding the advisability or non-advisability of making the election under Section 83(b) of the Code and acknowledges that he or she shall not rely on the Company or its advisers for such advice. If the Grantee makes the election under Section 83(b) of the Code, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFthen the Company shall not be liable or responsible in any way for any tax (including withholding tax) consequences relating to the shares of Restricted Stock, and the Grantee agrees to undertake to determine, and be responsible for, any and all tax (including any withholding tax) consequence to himself or herself with respect to the shares of Restricted Stock.

Section 83(b) Election. Purchaser hereby acknowledges The Executive understands that he or she has been informed thatunder Section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) ), the difference between the purchase price, if any, paid for the Restricted Shares and their fair market value on the date any forfeiture restrictions applicable to such Restricted Shares lapse will be reportable as ordinary income at that time. The Executive understands that the Executive may elect to be filed by taxed at the Purchaser with time the Internal Revenue Service, within 30 days Restricted Shares are acquired hereunder to the extent the fair market value of the Restricted Shares differs from the purchase of the exercised Sharesprice, electing pursuant if any, rather than when and as such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code to be taxed currently on any difference between with the Internal Revenue Service within 30 days after the ▇▇▇▇ Date. If the fair market value of the Restricted Shares at the Grant Date equals the purchase price of paid (and thus no tax is payable), the exercised Shares and their Fair Market Value on election should be made to avoid adverse tax consequences in the date of purchasefuture. In Executive understands that failure to make this filing within the case of a Nonstatutory Stock Option, this 30-day period will result in the recognition of taxable ordinary income to by Executive as the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Sharesforfeiture restrictions lapse. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER THE EXECUTIVE ACKNOWLEDGES THAT IT IS PURCHASERTHE EXECUTIVE’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER THE EXECUTIVE REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASERTHE EXECUTIVE’S BEHALF. THE EXECUTIVE IS RELYING SOLELY ON THE EXECUTIVE’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE A SECTION 83(b) ELECTION.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed thatUnder Code Section 83, with respect the excess of the fair market value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the amount paid for such shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions” includes the right of the Corporation to repurchase the Purchased Shares pursuant to the exercise of an Option for Unvested SharesRepurchase Right. Participant may elect under Code Section 83(b) to be taxed at the time the Purchased Shares are acquired, an rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election (the “Election”) may must be filed by the Purchaser with the Internal Revenue Service, Service within 30 thirty (30) days after the date of this Agreement. Even if the fair market value of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Purchased Shares and their Fair Market Value on the date of purchase. In this Agreement equals the case of a Nonstatutory Stock Optionamount paid (and thus no tax is payable), this will result the election must be made to avoid adverse tax consequences in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Sharesfuture. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapsesTHE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT II HERETO. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the purchase price for the exercised SharesPARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS PURCHASERPARTICIPANT’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND CORPORATION’S, TO FILE A TIMELY THE ELECTION UNDER CODE SECTION 83(b) OF THE CODE), EVEN IF PURCHASER PARTICIPANT REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASER’S HIS OR HER BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges Recipient understands that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, Recipient may make an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code (by filing an election with the Internal Revenue Service within thirty (30) days after the date Recipient acquired the Restricted Stock) to be taxed currently on any difference between include in Recipient’s gross income the purchase price fair market value (as of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, acquisition) of the Fair Market Value Restricted Stock. Recipient may make such an election under Section 83(b), or comparable provisions of any state tax law, only if, prior to making any such election, Recipient (a) notifies Eclipsys of Recipient’s intention to make such election, by delivering to Eclipsys a copy of the exercised Sharesfully-executed Section 83(b) Election Form attached hereto as Exhibit A, and (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority for Recipient’s account, or otherwise makes arrangements satisfactory to Eclipsys for the payment of such amounts through withholding or otherwise. Recipient understands that if Recipient has not made a proper and timely Section 83(b) election, at the time the Option is exercised over forfeiture restrictions applicable to the purchase price Restricted Stock lapse, Section 83 will generally provide that Recipient will recognize ordinary income and be taxed in an amount equal to the fair market value (as of the date the forfeiture restrictions lapse) of the Restricted Stock less the Acquisition Consideration paid for the exercised SharesRestricted Stock. Absent such an ElectionFor this purpose, taxable income will be measured the term “forfeiture restrictions” includes the right of Eclipsys to cancel the Restricted Stock pursuant to Section 3 of this Agreement. Recipient acknowledges that it is Recipient’s sole responsibility, and recognized by not the Purchaser at the time responsibility of Eclipsys or times on which the Company’s Repurchase Option lapses. In the case any of an Incentive Stock Optionits Affiliates, such an Election will result in to file a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election timely election under Section 83(b) of ), even if Recipient requests Eclipsys or its representative to make this filing on Recipient’s behalf. Recipient is relying solely on Recipient’s advisors with respect to the Code. A form of Election under decision as to whether or not to file a Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFelection.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed thatUnder Section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) may be filed by ), the Purchaser with the Internal Revenue Service, within 30 days of difference between the purchase price paid for the shares of Stock and their Fair Market Value (as defined in the exercised SharesPlan) on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, electing pursuant “forfeiture restrictions” include the forfeiture as to unvested Stock described above. The Grantee may elect to be taxed at the time the shares are acquired, rather than when such shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the Date of Grant. The Grantee will have to be taxed currently on any difference between make a tax payment to the extent the purchase price is less than the fair market value of the exercised Shares and their Fair Market Value shares on the date Date of purchaseGrant. In No tax payment will have to be made to the case extent the purchase price is at least equal to the fair market value of a Nonstatutory Stock Option, the shares on the Date of Grant. The form for making this election is attached as Exhibit A hereto. Failure to make this filing within the thirty (30) day period will result in the recognition of taxable ordinary income to the Purchaser on the date of exercise, measured by the excess, if any, Grantee (in the event the fair market value of the Fair Market Value shares as of the exercised Shares, at the time the Option is exercised over vesting date exceeds the purchase price for price) as the exercised Sharesforfeiture restrictions lapse. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASERTHE GRANTEE’S BEHALF. THE GRANTEE IS RELYING SOLELY ON THE GRANTEE’S OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

Section 83(b) Election. Purchaser The Grantee hereby acknowledges that he or she the Grantee has been informed that, with respect to the exercise grant of an Option for Unvested the Director Shares, to the extent applicable, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the U.S. Internal Revenue Service, within 30 days of the purchase grant of the exercised Director Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price fair market value of the exercised Director Shares and their Fair Market Value on the date of purchaseGrant Date. In This will result, to the case of extent applicable, in a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser Grantee on the date of exerciseGrant Date, measured by equal to the excess, if any, fair market value of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised SharesDirector Shares on such date. Absent such an Election, to the extent applicable, taxable income will be measured and recognized by the Purchaser Grantee at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapsesDirector Shares vest. The Purchaser Grantee is strongly hereby encouraged to seek the advice of his or her the Grantee’s own tax consultants in connection with the purchase of the Shares this Award and the advisability of filing of the Election under Section 83(b) Election. An example of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceAnnex B hereto. PURCHASER THE GRANTEE UNDERSTANDS THAT ANY U.S. TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF UNVESTED DIRECTOR SHARES ARE FORFEITED TO THE COMPANY. THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE TIMELY FILE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODEELECTION, EVEN IF PURCHASER THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERTHE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY AT THE TIME IT FILES ANY ELECTION. IN ADDITION, THE GRANTEE WOULD BE REQUIRED TO SATISFY WITHHOLDING TAXES, IF ANY, AT THE TIME OF SUCH ELECTION.

Section 83(b) Election. Purchaser hereby acknowledges Grantee understands that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) 83 of the Code to be taxed currently on any may tax as compensation income the difference between the purchase price of amount paid for the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excessRestricted Shares, if any, and the fair market value of the Fair Market Value Restricted Shares as of the exercised Shares, at date any restrictions on the time Restricted Shares lapse in the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case absence of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election election under Section 83(b) of the Code. A form In this context, “restriction” means the forfeitability of Election the Restricted Shares pursuant to the terms of this Agreement and, with respect to officers, directors and 10% stockholders, may also mean the six-month period after the acquisition of the Restricted Shares during which sales of certain securities by such officers, directors and ten percent (10%) stockholders would give rise to liability under Section 16(b) of the Exchange Act. Grantee understands that Grantee may elect to be taxed at the time Grantee receives the Restricted Shares and while the Restricted Shares are subjected to restrictions rather than waiting to be taxed on the Restricted Shares when and as the restrictions lapse. Grantee realizes that Grantee may choose this tax treatment by filing an election under Section 83(b) is attached hereto as Exhibit C-5 of the Code with the Internal Revenue Service within thirty (30) days from the date hereof and by filing a copy of such election with Grantee’s tax return for referencethe tax year in which the Restricted Shares were subjected to the restrictions. PURCHASER GRANTEE UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY GRANTEE, AS THE RESTRICTIONS LAPSE, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, IF ANY, AND THE FAIR MARKET VALUE OF THE RESTRICTED SHARES AT THE TIME SUCH RESTRICTIONS LAPSE. GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERGRANTEE’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S ’S, TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS . GRANTEE ACKNOWLEDGES THAT GRANTEE SHALL CONSULT GRANTEE’S OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF MAKING THE ELECTION UNDER SECTION 83(b) OF THE CODE AND ACKNOWLEDGES THAT GRANTEE SHALL NOT RELY ON THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFADVISERS FOR SUCH ADVICE.

Section 83(b) Election. The Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value fair market value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 Electionelection, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 Electionelection, alternative minimum taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION The Purchaser acknowledges that it is the Purchaser’s sole responsibility and not the Company’s to file timely the election under Section 83(b) OF THE CODE), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFeven if the Purchaser requests the Company or its representative to make this filing on the Purchaser’s behalf.

Section 83(b) Election. Purchaser hereby acknowledges The Consultant understands that he or she has been informed thatSection 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. With respect to securities registered under the Exchange Act, "restriction" with respect to officers, directors and 10% stockholders also means the exercise six-month period after purchase during which such officers, directors and 10% stockholders are subject to suit under Section 16(b) of an Option for Unvested Sharesthe Exchange Act. The Consultant understands that if such provision is applicable to him, he may elect to be taxed at the time the shares of Stock are issued rather than when and as any restriction lapses or six-month Section 16(b) period expires by filing an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to under Section 83(b) of the Code to be taxed currently on any difference between with the purchase price of the exercised Shares and their Fair Market Value on IRS within thirty (30) days from the date of purchase. In Even if the case fair market value of a Nonstatutory the Stock Optionequals the amount paid for the Stock, the election must be made for it to apply. The Consultant understands that failure to make this filing timely will result in the recognition of taxable ordinary income to by the Purchaser Consultant, as any restriction lapses, or after the lapse of the six-month Section 16(b) period, on the date of exercise, measured by difference between the excess, if any, amount paid for the Stock and the fair market value of the Fair Market Value of the exercised Shares, Stock 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapsesrestrictions lapse. The Purchaser is strongly encouraged Consultant further understands that the income tax laws of Consultant’s state of residence may contain provisions similar to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code83. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER CONSULTANT ACKNOWLEDGES THAT IT IS PURCHASERCONSULTANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND 'S TO FILE TIMELY THE ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b) AND UNDER ANY CORRESPONDING PROVISIONS OF THE CODESTATE TAX LAW, EVEN IF PURCHASER CONSULTANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASERTHE CONSULTANT’S BEHALF. CONSULTANT SHOULD CONSULT HIS OWN TAX ADVISOR AS TO THE TAX CONSEQUENCES OF THIS RESTRICTED STOCK AWARD. IRS RULES AND GUIDANCE MAY CHANGE.

Section 83(b) Election. The Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within thirty 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed If the Optionee ever exercises the Option to purchase any Nonvested Shares, then the Optionee understands that, : (i) if no Section 83(b) election is made with respect to such purchase, then under Section 83 of the exercise Code, the Optionee will be taxed (at ordinary income rates) at each time that any restrictions on such Nonvested Shares lapse in an amount equal to the difference between: (a) the amount paid for such Nonvested Shares; and (b) the fair market value of an Option for Unvested Sharessuch Nonvested Shares as of the date any restrictions on such Nonvested Shares lapse; (ii) in this context, the term "restriction" means the right of the Company to repurchase such Nonvested Shares pursuant to the Company's Repurchase Option; (iii) if a Section 83(b) election is made with respect to such purchase (by filing an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to under Section 83(b) of the Code with the IRS within 30 days after the date of such purchase), then this means that the Optionee is electing instead to be taxed currently on any (at ordinary income rates) at the time that the Nonvested Shares are purchased, in an amount equal to the difference between between: (a) the purchase price paid for the Nonvested Shares; and (b) the fair market value of the exercised Nonvested Shares and their Fair Market Value on as of the date of such purchase. In the case of ; and (iv) a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price form for the exercised Shares. Absent such making an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election election under Section 83(b) of the Code. A form of Election under Section 83(b) Code is attached hereto as Exhibit C-5 A. Before entering into this Agreement (and before any exercise of the Option), the Optionee has reviewed (and will review) with the Optionee's own tax advisors the federal, state, local, and foreign tax consequences of the purchase of the Option Shares and the other transactions contemplated by this Agreement. The Optionee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Optionee understands that the Optionee (and not the Company) will be responsible for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFthe Optionee's own tax liability that may arise as a result of the purchase of the Option Shares or the other transactions contemplated by this Agreement.

Section 83(b) Election. Purchaser The Grantee hereby acknowledges that he or she the Grantee has been informed that, with respect to the exercise grant of an Option for Unvested the Director Shares, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the U.S. Internal Revenue Service, within 30 days of the purchase grant of the exercised Director Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price fair market value of the exercised Director Shares and their Fair Market Value on the date of purchaseGrant Date. In the case of a Nonstatutory Stock Option, this This will result in the a recognition of taxable income to the Purchaser Grantee on the date of exerciseGrant Date, measured by equal to the excess, if any, fair market value of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised SharesDirector Shares on such date. Absent such an Election, taxable income will be measured and recognized by the Purchaser Grantee at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapsesDirector Shares vest. The Purchaser Grantee is strongly hereby encouraged to seek the advice of his or her the Grantee’s own tax consultants in connection with the purchase of the Shares this Award and the advisability of filing of the Election under Section 83(b) Election. An example of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceAnnex A hereto. PURCHASER THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF UNVESTED DIRECTOR SHARES ARE FORFEITED TO THE COMPANY. THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE TIMELY FILE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODEELECTION, EVEN IF PURCHASER THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERTHE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 DAYS OF FILING ANY ELECTION. IN ADDITION, THE GRANTEE WOULD BE REQUIRED TO SATISFY ANY WITHHOLDING TAXES AT THE TIME OF SUCH ELECTION.

Section 83(b) Election. The Purchaser hereby acknowledges understands that he or she has been informed thatSection 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”), taxes as ordinary income the difference between the amount paid for the Stock (if any) may be filed by and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, “restriction” means the right of the Corporation to buy back the stock pursuant to the Purchase Option. The Purchaser understands that the Purchaser with may elect to be taxed for federal income tax purposes at the Internal Revenue Service, within 30 days of time the purchase of Stock is purchased rather than when and as the exercised Shares, electing pursuant to Purchase Option lapses by filing an election under Section 83(b) of the Code to be taxed currently on any difference between with the purchase price of the exercised Shares and their Fair Market Value on I.R.S. within thirty (30) days from the date of purchase. In the case of a Nonstatutory Stock Option, The form for making this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option election is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapsesattached as Exhibit A hereto. The Purchaser is strongly encouraged to seek further understands that the advice Purchaser may suffer adverse tax consequences as a result of his the Purchaser’s acquisition, holding (including upon vesting) or her own disposition of the Stock. The Purchaser represents that the Purchaser has consulted with any tax consultants the Purchaser deems advisable in connection with the purchase acquisition or disposition of the Shares Stock and that no action or representation by the Corporation shall be construed as the giving of tax advice and the advisability of filing of Purchaser is not relying on the Election under Section 83(b) of the CodeCorporation for any tax advice. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANYCORPORATION’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE AN ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b) AND UNDER ANY CORRESPONDING PROVISIONS OF STATE TAX LAW IF THE CODEPURCHASE ELECTS TO MAKE SUCH A FILING, EVEN IF THE PURCHASER REQUESTS THE COMPANY CORPORATION OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S BEHALF. THE PURCHASER FURTHER ACKNOWLEDGES AND UNDERSTAND THAT THE PURCHASER SHALL BE REQUIRED TO SATISFY AND SHALL BE SOLELY LIABLE FOR ALL APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN TAX WITHHOLDING OBLIGATIONS ASSOCIATED WITH THE STOCK AND THE PURCHASER HEREBY AGREES TO PAY SUCH WITHHOLDING AMOUNTS TO THE CORPORATION AT SUCH TIMES AND IN SUCH FORM AS THE CORPORATION SHALL REQUIRE FOR PURPOSES OF TIMELY SATISFYING SUCH WITHHOLDING OBLIGATIONS.

Section 83(b) Election. Purchaser hereby acknowledges understands that he or she has been informed thatunder Section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) may ), the difference between the purchase price paid for the Shares and their fair market value on the date any forfeiture restrictions applicable to such Shares lapse will be filed by reported as ordinary income at that time. For this purpose, the Purchaser with term “forfeiture restrictions” includes the Internal Revenue Service, within 30 days right of the purchase Company to repurchase the Shares pursuant to its repurchase option under Section 5 of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Shares are acquired hereunder to the extent the fair market value of the exercised SharesShares differs from the purchase price rather than when and as such Shares cease to be subject to such forfeiture restrictions, electing pursuant to by filing an election under Section 83(b) of the Code to be taxed currently on any difference between with the I.R.S. within thirty (30) days after the date of purchase hereunder. If the fair market value of the Shares at the date of purchase equals the purchase price of paid (and thus no tax is payable), the exercised Shares and their Fair Market Value on election must be made to avoid adverse tax consequences in the date of purchasefuture. In Purchaser understands that failure to make this filing within the case of a Nonstatutory Stock Option, this thirty (30) day period will result in the recognition of taxable ordinary income to by the Purchaser on (in the event the fair market value of the Shares increases after the date of exercise, measured by purchase) as the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceforfeiture restrictions lapse. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF ). PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING IS RELYING SOLELY ON PURCHASER’S BEHALFADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION. PURCHASER ALSO AGREES TO PROVIDE COMPANY WITH A COPY OF THE 83(b) ELECTION IF SO FILED.

Section 83(b) Election. Purchaser The Grantee hereby acknowledges that he or she the Grantee has been informed that, with respect to the exercise grant of an Option for Unvested the Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 days of the purchase grant of the exercised Restricted Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value of the Restricted Shares on the date of purchaseGrant Date. In the case of a Nonstatutory Stock Option, this This will result in the recognition of taxable income to the Purchaser Grantee on the date of exerciseGrant Date, measured by the excess, if any, of equal to the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Shares[Name of Grantee] [Grant Date] Restricted Shares on such date. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, Grantee at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapsesRestricted Shares vest. The Purchaser Grantee is strongly hereby encouraged to seek the advice of his or her the Grantee’s own tax consultants in connection with the purchase of the Restricted Shares and the advisability of filing of the Election under Section 83(b) of the CodeElection. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceRESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO ARTISAN. PURCHASER THE GRANTEE ACKNOWLEDGES THAT IT IS PURCHASERTHE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE TIMELY FILE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODEELECTION, EVEN IF PURCHASER THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASERTHE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Section 83(b) Election. Purchaser hereby acknowledges Recipient understands that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, Recipient may make an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code (by filing an election with the Internal Revenue Service within thirty (30) days after the date Recipient acquired the Restricted Stock) to be taxed currently on any difference between include in Recipient's gross income the purchase price fair market value (as of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, acquisition) of the Fair Market Value Restricted Stock. Recipient may make such an election under Section 83(b), or comparable provisions of any state tax law, only if, prior to making any such election, Recipient (a) notifies Eclipsys of Recipient's intention to make such election, by delivering to Eclipsys a copy of the exercised Sharesfully-executed Section 83(b) Election Form attached hereto as Exhibit A, and (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other amounts required by any governmental authority to be withheld or paid over to such authority for Recipient's account, or otherwise makes arrangements satisfactory to Eclipsys for the payment of such amounts through withholding or otherwise. Recipient understands that if Recipient has not made a proper and timely Section 83(b) election, at the time the Option is exercised over forfeiture restrictions applicable to the purchase price Restricted Stock lapse, Section 83 will generally provide that Recipient will recognize ordinary income and be taxed in an amount equal to the fair market value (as of the date the forfeiture restrictions lapse) of the Restricted Stock less the Acquisition Consideration paid for the exercised SharesRestricted Stock. Absent such an ElectionFor this purpose, taxable income will be measured the term "forfeiture restrictions" includes the right of Eclipsys to cancel the Restricted Stock pursuant to Section 3 of this Agreement. Recipient acknowledges that it is Recipient's sole responsibility, and recognized by not the Purchaser at the time responsibility of Eclipsys or times on which the Company’s Repurchase Option lapses. In the case any of an Incentive Stock Optionits Affiliates, such an Election will result in to file a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election timely election under Section 83(b) of ), even if Recipient requests Eclipsys or its representative to make this filing on Recipient's behalf. Recipient is relying solely on Recipient's advisors with respect to the Code. A form of Election under decision as to whether or not to file a Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFelection.

Section 83(b) Election. Purchaser hereby acknowledges The Participant understands that he or she has been informed thatunder Section 83 of the Code, with respect the fair market value of the Shares on the date the Purchase Right applicable to such Shares lapses will be reportable as ordinary income at that time. In the event the Corporation exercises its Purchase Right, the Participant will realize ordinary income on the effective date of such exercise equal to the exercise of an Option for Unvested Shares, an election total purchase amount (the “Election”) may be filed quantity of Shares purchased multiplied by the Purchaser with Issuance Price). For this purpose, the Internal Revenue Service, within 30 days Purchase Right includes the right of the Corporation to purchase of the exercised Shares, electing Shares pursuant to Article V of this Agreement. Participant understands that he/she may elect under Section 83(b) of the Code to be taxed currently on any difference between at the purchase price of time the exercised Shares are awarded hereunder, rather than when and their Fair Market Value on as such Shares are purchased by the Corporation or cease to be subject to the Purchase Right. Such election must be filed with the Internal Revenue Service within thirty (30) days after the date of purchaseeach award of Shares. In The form for making this election is attached as Exhibit A hereto. Participant understands that failure to make this filing within the case of a Nonstatutory Stock Option, this thirty (30) day period will result in the recognition of taxable ordinary income by the Participant when the Shares are purchased by the Corporation or cease to be subject to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised SharesPurchase Right. Absent such Participant also understands that an Election, taxable income will election to be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election taxed under Section 83(b) involves an assumed risk by the Participant that they will not be able to subsequently qualify for a tax deduction equal to the value of the Codeany forfeited Shares. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS PURCHASERPARTICIPANT’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASER’S HIS/HER BEHALF. This filing should be made by registered or certified mail, return receipt requested, and Participant must retain two (2) copies of the completed form for filing with his/her state and Federal tax returns for the current tax year, a copy to the Corporation’s Treasurer, and an additional copy for his/her personal records. The Corporation recommends that Participant obtain competent independent tax advice from a licensed tax professional as to whether or not Participant should make an election under Section 83(b) with regard to any Shares awarded to Participant under this Agreement.

Section 83(b) Election. Purchaser Grantee hereby acknowledges that he or she Grantee has been informed that, with respect to the exercise grant of an Option for Unvested Career Shares, if Grantee is filing a U.S. federal income tax return for the year in which the grant of Career Shares occurs, Grantee may file an election (the “Election”) may be filed by the Purchaser with the United States Internal Revenue Service, within 30 days of the purchase of the exercised Sharesgrant, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised SharesCareer Shares on the Grant Date. This will result in recognition of taxable income to Grantee on the Grant Date, at equal to the time Fair Market Value of the Option is exercised over the purchase price for the exercised SharesCareer Shares on such date. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, Grantee at the time the option Career Shares vest. ▇▇▇▇▇▇▇ is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly hereby encouraged to seek the advice of his or her ▇▇▇▇▇▇▇’s own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the CodeElection. ▇▇▇▇▇▇▇ UNDERSTANDS THAT ANY TAXES PAID AS A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for referenceRESULT OF THE FILING OF THE ELECTION GENERALLY WILL NOT BE RECOVERED IF THE CAREER SHARES ARE FORFEITED TO ARTISAN. PURCHASER ▇▇▇▇▇▇▇ ACKNOWLEDGES THAT IT IS PURCHASER▇▇▇▇▇▇▇’S SOLE RESPONSIBILITY AND NOT THE COMPANYARTISAN’S TO DETERMINE TIMELY FILE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODEELECTION, EVEN IF PURCHASER GRANTEE REQUESTS THE COMPANY ARTISAN OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER▇▇▇▇▇▇▇’S BEHALF. ▇▇▇▇▇▇▇ MUST NOTIFY ARTISAN WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect If the Shares are acquired under this Agreement pursuant to the exercise of an the Option for Unvested Shares, an election (the “Election”Employee understands that under Section 83(a) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase Code, the excess of the exercised SharesFair Market Value of the Unvested Shares on the date any forfeiture restrictions on the Unvested Shares lapse over the exercise price paid for such Shares will be taxable as ordinary income, electing subject to payroll and withholding tax and tax reporting, on the date the forfeiture restrictions lapse. For this purpose, the term “forfeiture restrictions” means the right of the Company to buy back the Unvested Shares pursuant to the Repurchase Right for Unvested Shares set forth in Section 6. Employee understands that he or she may elect under Section 83(b) of the Code to be taxed currently on any difference between at the purchase price time the Unvested Shares are acquired upon exercise of the exercised Option, rather than when and as the Unvested Shares and their cease to be subject to the forfeiture restrictions. Such election (the “83(b) Election”) must be filed with the Internal Revenue Service within 30 days from the date the Unvested Shares are acquired upon exercise of the Option. Even if the Fair Market Value of the Unvested Shares on the date the Option is exercised equals the exercise price (and thus no tax is payable), the election must be made to avoid the risk of purchase. In the case of a Nonstatutory Stock Option, this will result adverse tax consequences in the recognition of taxable income to future. Employee understands that there is a risk that the Purchaser on Internal Revenue Service might challenge the date of exercise, measured by the excess, if any, Plan Administrator’s determination of the 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 Employee also understands that (a) Employee will not be entitled to a deduction for any ordinary income will be measured and previously recognized by as a result of the Purchaser at 83(b) Election if the time or times on which Unvested Shares are subsequently forfeited to the Company’s Repurchase Option lapses. In , and (b) the case 83(b) Election may cause Employee to recognize more compensation income than Employee would have otherwise recognized if the Internal Revenue Service determines that the value of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes Unvested Shares on the date of exercise, measured by the excess, if any, of Option was exercised is greater than the Fair Market Value of the exercised Shares, at Shares on that date as determined by the time Plan Administrator and/or the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase value of the Unvested Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALFsubsequently declines.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser ▇▇▇▇▇▇▇▇▇ is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election The foregoing tax consequences will be equally applicable to any purchased Shares (or other securities or property purchased under the Option) which must be delivered into the Holdback Escrow in accordance with Section 83(b2(b) is attached hereto as Exhibit C-5 for referenceabove. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges Director understands that he or she has been informed thatunder Section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) ), the difference between the Purchase Price, if any, paid for the Restricted Shares and their fair market value on the date any forfeiture restrictions applicable to such Restricted Shares lapse will be reportable as ordinary income at that time. Director understands that Director may elect to be filed by taxed at the Purchaser with time the Internal Revenue Service, within 30 days Restricted Shares are acquired hereunder to the extent the fair market value of the purchase of Restricted Shares differs from the exercised SharesPurchase Price, electing pursuant if any, rather than when and as such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the I.R.S. within thirty (30) days after the Date of Grant. Director must provide a copy of any election made under Section 83(b) to be taxed currently on any difference between the purchase price Company promptly after filing such election with the I.R.S. If the fair market value of the exercised Restricted Shares at the Date of Grant equals the Purchase Price paid (and their Fair Market Value on thus no tax is payable), the date of purchaseelection must be made to avoid adverse tax consequences in the future. In The form for making this election is attached as Exhibit B hereto. Director understands that failure to make this filing within the case of a Nonstatutory Stock Option, this 30-day period will result in the recognition of taxable ordinary income to by Director (in the Purchaser on event the date of exercise, measured by the excess, if any, fair market value of the Fair Market Value Restricted Shares increases after the Date of Grant) as the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Sharesforfeiture restrictions lapse. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER DIRECTOR ACKNOWLEDGES THAT IT IS PURCHASERDIRECTOR’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER DIRECTOR REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASERDIRECTOR’S BEHALF. DIRECTOR IS RELYING SOLELY ON DIRECTOR’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.

Section 83(b) Election. Purchaser hereby acknowledges To the extent some of the Sign-On Shares acquired hereunder are not vested pursuant to the vesting schedule set forth in Section 3, then the Recipient understands that under Internal Revenue Code Section 83, the excess of the fair market value of the any such shares on the date any forfeiture restrictions applicable to the shares lapse over the price paid for such shares (if any) will be reportable as ordinary income on the lapse date and subject to applicable income tax and employment tax withholding. The Recipient understands that he or she has been informed thatmay elect under Code Section 83(b) to be taxed at the time the Sign-On Shares are acquired hereunder, with respect rather than when and as the Sign-On Shares cease to be subject to the exercise of an Option for Unvested Shares, an forfeiture restrictions. Such election (the “83(b) Election”) may must be filed by the Purchaser with the Internal Revenue ServiceService within thirty (30) days after the date the Sign-On Shares are acquired. If the 83(b) Election is made, within 30 days the excess of the purchase fair market value of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Sign-On Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured received by the excess, Recipient over the price paid for the Sign-On Shares (if any, of the 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 reportable as ordinary income and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapsessubject to applicable income tax and employment tax withholding. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section THE FORM FOR MAKING THIS 83(b) of the CodeELECTION IS ATTACHED AS EXHIBIT B HERETO. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER THE RECIPIENT ACKNOWLEDGES THAT IT IS PURCHASERTHE RECIPIENT’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S ’S, TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO TIMELY FILE TIMELY THE ELECTION UNDER SECTION AN 83(b) OF ELECTION. THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE RECIPIENT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING ON PURCHASER’S BEHALFWITHIN THE APPLICABLE THIRTY (30)-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE RECIPIENT AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value fair market value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby Director acknowledges that any income recognized as a result of receiving the Restricted Shares will be treated as ordinary compensation income subject to federal, state and local income, employment and other taxes. Director understands that if he or she has been informed that, with respect to the exercise of an Option for Unvested Shares, makes an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the 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 the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form Internal Revenue Code of Election under 1986, as amended (a "Section 83(b) is attached hereto as Exhibit C-5 for referenceElection") with respect to some or all of the Restricted Shares, Director will recognize ordinary compensation income at the time such Restricted Shares are received, in an amount equal to the fair market value of the Restricted Shares on that date. PURCHASER ACKNOWLEDGES If Director does not make a Section 83(b) Election with respect to some or all of the Restricted Shares, Director will recognize ordinary compensation income at the time any portion of such Restricted Shares vest in accordance with Section 2 of this Agreement, in an amount equal to the fair market value of those Restricted Shares on the vesting date. DIRECTOR UNDERSTANDS THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER BE VALID, A SECTION 83(b) ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS OF THE CODEDATE THE OWNERSHIP OF THE RESTRICTED SHARES IS TRANSFERRED TO DIRECTOR, EVEN A COPY OF THE ELECTION MUST BE PROVIDED TO CRAY, AND A COPY OF THE ELECTION MUST BE ATTACHED TO DIRECTOR'S FEDERAL (AND POSSIBLY STATE) INCOME TAX RETURN FOR THE YEAR OF THE ELECTION. DIRECTOR ACKNOWLEDGES THAT IF PURCHASER REQUESTS THE COMPANY HE OR ITS REPRESENTATIVE SHE CHOOSES TO FILE A SECTION 83(b) ELECTION, IT IS DIRECTOR'S SOLE RESPONSIBILITY, AND NOT CRAY'S, TO MAKE THIS FILING ON PURCHASER’S BEHALFA VALID AND TIMELY ELECTION. DIRECTOR IS ENCOURAGED TO CONSULT HIS OR HER TAX ADVISOR REGARDING THE ADVISABILITY OF, AND PROCEDURE FOR, MAKING A SECTION 83(b) ELECTION WITH RESPECT TO SOME OR ALL OF THE RESTRICTED SHARES.

Section 83(b) Election. The Purchaser hereby acknowledges understands that he or she has been informed thatsection 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) may ), taxes as ordinary income the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” means the right of other members of the Company or of the Company to buy the Shares pursuant to the Member Purchase Option and the Company Purchase Option, other than any such restrictions that by their terms never lapse. The Purchaser agrees to elect to be filed by taxed at the time the Purchaser with purchases the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section rather than when and as the Member Purchase Option and the Company Purchase Option restrictions lapse, by filing an election under section 83(b) of the Code with the I.R.S. within 30 days after the Closing Date. Even if the fair market value of the Shares equals the amount paid for the Shares, the election must be made so that any subsequent increase in the value of the Shares prior to the lapse of restrictions will not be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchaseas ordinary income. In the case of a Nonstatutory Stock Option, A form for making this will election is attached hereto as Exhibit B. The Purchaser understands that failure to make this filing timely could result in the recognition of taxable additional ordinary income to by the Purchaser Purchaser, as the Member Purchase Option and the Company Purchase Option lapse, on the date of exercise, measured by the excessamount, if any, by which the fair market value of the Fair Market Value of the exercised Shares, Shares (or a portion thereof) at the time such restrictions lapse exceeds the Option is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, portion of the Fair Market Value of the exercised Purchase Price paid for such Shares, at the time the option is exercised, over the purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged also understands that any income recognized as a result of a section 83(b) election will not give rise to seek an offsetting deduction in the advice event of his a subsequent forfeiture resulting from the restrictions or her own tax consultants a decline in connection with the purchase value of the Shares and the advisability of filing of the Election under Section 83(b) of the CodeShares. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges Employee understands that he or she has been informed thatunder Section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) ), the difference between the purchase price, if any, paid for the Restricted Shares and their fair market value on the date any forfeiture restrictions applicable to such Restricted Shares lapse will be reportable as ordinary income at that time. Employee understands that Employee may elect to be filed by taxed at the Purchaser with time the Internal Revenue Service, within 30 days Restricted Shares are acquired hereunder to the extent the fair market value of the Restricted Shares differs from the purchase of the exercised Sharesprice, electing pursuant if any, rather than when and as such Restricted Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code to be taxed currently on any difference between with the Internal Revenue Service within 30 days after the ▇▇▇▇ Date. If the fair market value of the Restricted Shares at the Grant Date equals the purchase price of paid (and thus no tax is payable), the exercised Shares and their Fair Market Value on election should be made to avoid adverse tax consequences in the date of purchasefuture. In Employee understands that failure to make this filing within the case of a Nonstatutory Stock Option, this 30-day period will result in the recognition of taxable ordinary income to by Employee as the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Sharesforfeiture restrictions lapse. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER EMPLOYEE ACKNOWLEDGES THAT IT IS PURCHASEREMPLOYEE’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASEREMPLOYEE’S BEHALF. EMPLOYEE IS RELYING SOLELY ON EMPLOYEE’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 Electionelection, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 Electionelection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 C-4 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.

Section 83(b) Election. Purchaser hereby acknowledges Participant understands that he or she has been informed thatunder Section 83 of the Internal Revenue Code of 1986, with respect to the exercise of an Option for Unvested Shares, an election as amended (the “ElectionCode”) ), the difference between the purchase price, if any, paid for the Restricted Stock and its fair market value on the date any forfeiture restrictions applicable to such Restricted Stock lapse will be reportable as ordinary income at that time. Participant understands that Participant may elect to be filed by taxed at the Purchaser with time the Internal Revenue Service, within 30 days Restricted Stock is acquired hereunder to the extent the fair market value of the Restricted Stock differs from the purchase of the exercised Sharesprice, electing pursuant if any, rather than when and as such Restricted Stock ceases to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the I.R.S. within thirty (30) days after the Date of Grant. Participant must provide a copy of any election made under Section 83(b) to be taxed currently on any difference between the Company promptly after filing such election with the I.R.S. If the fair market value of the Restricted Stock at the Date of Grant equals the purchase price of paid (and thus no tax is payable), the exercised Shares and their Fair Market Value on election must be made to avoid adverse tax consequences in the date of purchasefuture. In The form for making this election is attached as Exhibit A hereto. Participant understands that failure to make this filing within the case of a Nonstatutory Stock Option, this 30-day period will result in the recognition of taxable ordinary income to by Participant (in the Purchaser on event the date of exercise, measured by the excess, if any, fair market value of the Fair Market Value Restricted Stock increases after the Date of Grant) as the exercised Shares, at the time the Option is exercised over the purchase price for the exercised Sharesforfeiture restrictions lapse. Absent such an Election, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the 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, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 for reference. PURCHASER PARTICIPANT ACKNOWLEDGES THAT IT IS PURCHASERPARTICIPANT’S SOLE RESPONSIBILITY RESPONSIBILITY, AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND ’S, TO FILE A TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE REPRESENTATIVES TO MAKE THIS FILING ON PURCHASERPARTICIPANT’S BEHALF. PARTICIPANT IS RELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.

Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option for Unvested unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service, within 30 days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the case of a Nonstatutory Stock Option, this will result in the a recognition of taxable income to the Purchaser on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 Electionelection, taxable income will be measured and recognized by the Purchaser at the time or times on which the Company’s 's Repurchase Option lapses. In the case of an Incentive Stock Option, such an Election election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise, measured by the excess, if any, of the Fair Market Value 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 Electionelection, alternative minimum taxable income will be measured and recognized by Purchaser at the time or times on which the Company’s 's Repurchase Option lapses. The Purchaser is strongly encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit C-5 A-6 for reference. PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S 'S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO DETERMINE THE EFFECT OF AND OPTIONEE’S ABILITY TO MAKE AND 'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE), EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S 'S BEHALF.