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

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands Grantee hereby acknowledges that he or she has been informed that he or she may file with the Internal Revenue Service, within thirty (30) days of the Effective Date, an election pursuant to Section 83(a83(b) of the Internal Revenue Code taxes of 1986, as ordinary income amended, to be taxed as of the difference between Effective Date on the amount, if any, paid for the shares of Common Stock and amount by which the Fair Market Value of the Restricted Stock as of such shares at date exceeds the time the Restrictions on price paid for such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amountshares, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such IF GRANTEE CHOOSES TO FILE AN ELECTION UNDER SECTION 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE INCOME COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON GRANTEE’S BEHALF. BY SIGNING THIS AGREEMENT, GRANTEE REPRESENTS THAT HE OR SHE HAS REVIEWED WITH HIS OR HER OWN TAX LAWS OF ANY MUNICIPALITYADVISORS THE FEDERAL, STATE OR FEDERAL GOVERNMENT OR STATE, LOCAL AND FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHTHE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. GRANTEE UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares and any Retained Distributions at the time the Restrictions on such shares Restricted Shares and Retained Distributions lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event that Participant files an 83(b) Election, Participant shall provide the Company a copy thereof prior to the expiration of such 30 day period. Participant understands that in the event an 83(b) Election is filed with the Internal Revenue Service within such time period, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Award hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH. PARTICIPANT XXXXXX ASSUMES ALL RESPONSIBILITY FOR FILING PARTICIPANT’S 83(b) ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM THE LAPSE OF THE RESTRICTIONS ON THE UNVESTED RESTRICTED SHARES AND RETAINED DISTRIBUTIONS. PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S PURCHASE OR DISPOSITION OF THE RESTRICTED SHARES AND PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant The Shareholder understands that ---------------------- under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as amended (the "Code"), the excess of the fair market value of the Stock to be purchased by the Shareholder on the date any forfeiture restrictions applicable to the shares lapse over the Purchase Price paid for such Stock may be reportable as ordinary income at that time. For this purpose, the difference between term "forfeiture restrictions" may include certain rights of the amountCorporation to repurchase the Stock pursuant to this Agreement. The Shareholder understands, if anyhowever, paid for that the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant Shareholder may elect to be taxed at the time of the Award DateStock is acquired hereunder, rather that at the time the Restrictions lapsethan when and as such Stock ceases to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Even if the fair market value of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which at the date of this Agreement fallsequals the Purchase Price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. Participant acknowledges The Shareholder understands that failure to make this filing within the foregoing is only a summary thirty (30) day period will result in the recognition of ordinary income by the effect of United States federal income taxation with respect to Shareholder as the award of Restricted Stock hereunder, and does not purport to be completeforfeiture restrictions lapse. PARTICIPANT FURTHER THE SHAREHOLDER ACKNOWLEDGES THAT IT IS THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTIONSHAREHOLDER'S SOLE RESPONSIBILITY, AND NOT THE COMPANY HAS DIRECTED PARTICIPANT CORPORATION'S, TO SEEK INDEPENDENT ADVICE REGARDING FILE A TIMELY ELECTION UNDER SECTION 83(B), EVEN IF THE APPLICABLE PROVISIONS OF SHAREHOLDER REQUESTS THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE CORPORATION OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHITS REPRESENTATIVES TO MAKE THIS FILING ON HIS BEHALF.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions on such shares Shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock the Shares hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares and any Retained Distributions at the time the Restrictions on such shares Restricted Shares and Retained Distributions lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event that Participant files an 83(b) Election, Participant shall provide the Company a copy thereof prior to the expiration of such 30 day period. Participant understands that in the event an 83(b) Election is filed with the Internal Revenue Service within such time period, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Award hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH. PARTICIPANT HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING PARTICIPANT’S 83(b) ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM THE LAPSE OF THE RESTRICTIONS ON THE UNVESTED RESTRICTED SHARES AND RETAINED DISTRIBUTIONS. PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S PURCHASE OR DISPOSITION OF THE RESTRICTED SHARES AND PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 'S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S 'S DEATH.

Section 83(b) Election. Participant Holder understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant Holder understands that, notwithstanding the preceding sentence, Participant Holder may elect to be taxed at on the time Date of the Award DateGrant, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award DateDate of Grant. In the event Participant Holder files an 83(b) Election, Participant Holder will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award DateDate of Grant. Participant Xxxxxx further understands that an additional copy of such 83(b) Election form should be filed with his or her Xxxxxx’s federal income tax return for the calendar year in which the date of this Agreement falls. Participant Xxxxxx acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT XXXXXX FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANTHOLDER’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT XXXXXX TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT HOLDER MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTHOLDER’S DEATH.

Section 83(b) Election. The Participant understands that under the provisions of Section 83(a) 83 of the Code taxes as ordinary income Code, the difference between the amountexcess, if any, of the fair market value of the Restricted Stock as of the date any restrictions on the Restricted Stock lapse, over the amount paid for the shares Restricted Stock, if any, will be treated as ordinary income for federal income tax purposes in the absence of an election under Section 83(b) of the Code. In this context, “restriction” means the forfeitability of the Restricted Stock 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 Stock 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 Fair Market Value of such shares at the time the Restrictions on such shares lapseExchange Act. The Participant understands that, notwithstanding the preceding sentence, Participant that he may elect to be taxed at the time of the Award Date, Participant receives the Restricted Stock and while the Restricted Stock is subjected to restrictions rather than waiting to be taxed on the Restricted Stock when and as the restrictions lapse. The Participant realizes that at the time the Restrictions lapse, he may choose this tax treatment by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days of from the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock date hereof and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional by filing a copy of such 83(b) Election form should be filed election with his or her federal income tax return for the calendar tax year in which the date of this Agreement fallsRestricted Stock were subjected to the restrictions. THE PARTICIPANT UNDERSTANDS THAT ANY TAX LIABILITY ASSOCIATED WITH THIS ELECTION MAY NOT BE REDUCED OR RECOVERABLE IN THE EVENT THAT THE VALUE OF THE RESTRICTED STOCK DECLINES OR IN THE EVENT THAT THE RESTRICTED STOCK IS FORFEITED. If the Participant acknowledges that the foregoing is only a summary chooses to file an election under Section 83(b) of the effect Code with the Internal Revenue Service, the Participant agrees to notify the Company of United States federal income taxation such filing in accordance with respect to the award of Restricted Stock hereunderParagraph 18. THE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY MANNER MAY RESULT IN THE RECOGNITION OF COMPENSATION INCOME BY THE PARTICIPANT, and does not purport to be completeAS THE RESTRICTIONS LAPSE, ON THE FAIR MARKET VALUE OF THE RESTRICTED STOCK AT THE TIME SUCH RESTRICTIONS LAPSE. THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IT IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, . THE INCOME PARTICIPANT ACKNOWLEDGES THAT HE SHALL CONSULT HIS OWN TAX LAWS ADVISERS REGARDING THE ADVISABILITY OR NON-ADVISABILITY OF ANY MUNICIPALITY, STATE MAKING THE ELECTION UNDER SECTION 83(b) OF THE CODE AND ACKNOWLEDGES THAT HE SHALL NOT RELY ON THE COMPANY OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHITS ADVISERS FOR SUCH ADVICE.

Section 83(b) Election. The Participant understands that under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as ordinary income amended (the “Code”), the difference between the amountpurchase price, if any, paid for the shares of Common Stock Restricted Shares and their fair market value on the Fair Market Value of date any forfeiture restrictions applicable to such shares Restricted Shares lapse will be reportable as ordinary income at the time the Restrictions on such shares lapsethat time. The Participant understands that, notwithstanding that the preceding sentence, Participant may elect to be taxed at the time the Restricted Shares are acquired hereunder to the extent the fair market value of the Award DateRestricted Shares differs from the purchase price, if any, rather that at the time the Restrictions lapsethan 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 (an “83(b) Election”) with the Internal Revenue Service within 30 days of after the Award Grant Date. In The Participant understands that failure to make this filing within the event Participant files an 83(b) Election, Participant 30-day period will recognize result in the recognition of ordinary income in an amount equal to by the difference between Participant as the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Dateforfeiture restrictions lapse. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IT IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF. THE PARTICIPANT IS RELYING SOLELY ON THE PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that You understand that, under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as ordinary income amended (the “Code”), the difference between the amountamount paid, if any, paid for the shares of Common Stock Shares and the their Fair Market Value of on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at the time the Restrictions on such shares lapsethat time. Participant understands that, notwithstanding the preceding sentence, Participant You understand that you may elect to be taxed at the time the Shares are granted hereunder to the extent of the Award Date, Fair Market Value of the Shares rather that at than when the time the Restrictions lapseShares cease to be subject to such forfeiture restrictions, by filing an election under Section section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days after the Date of Grant. The form for making this election is attached as Exhibit C hereto. You understand that failure to make this filing within the Award Date. In thirty (30) day period will result in the event Participant files an 83(b) Election, Participant will recognize recognition of ordinary income by you based on the Fair Market Value as the forfeiture restrictions lapse, including any increase in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as the Shares after the Date of the Award DateGrant. Participant further understands that an additional copy of such YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder), and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT EVEN IF YOU REQUEST THE COMPANY IS OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON YOUR ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S TO FILE AN 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. The Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. The Participant understands that, notwithstanding the preceding sentence, the Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event the Participant files an 83(b) Election, the Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Grant Date. The Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. The Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. THE PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED THE PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF THE PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant The Recipient understands that under Section 83(a83 of the Internal Revenue Code of 1986, as may be amended, supplemented, or superseded from time to time (the “Code”), the fair market value of the Shares (or portion thereof) on the date of grant, or the date of receipt or on the date that any forfeiture restrictions applicable to the Shares (or portion thereof) lapse, minus the price paid, if any, for the Shares (or portion thereof) may be reportable as ordinary income to the Recipient on such date. For this purpose, the date the forfeiture restrictions lapse is the date on which the Shares (or portion thereof) become Vested Shares in accordance with Article III. The Recipient understands that if applicable the Recipient may, in its sole discretion, elect under Section 83(b) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award DateShares are acquired under this Agreement, rather than when the Shares (or a portion thereof) cease to be subject to the forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 days after the Grant Date. The Recipient understands that at failure to make this filing within such 30-day period will result in the recognition of ordinary income by the Recipient each time the Restrictions forfeiture restrictions lapse. The Recipient also understands and acknowledges that nothing in this Agreement guarantees that the vesting requirements of this award will be met. Accordingly, by filing a Recipient who makes an election under Section 83(b) of the Code (an “83(b) Election”) with may pay current taxes but may subsequently forfeit all rights to the Internal Revenue Service within 30 days of Unvested Shares by failing to meet the Award Datevesting requirements. In such a case, the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant Recipient acknowledges that the foregoing is only a summary Company has no obligation to reimburse or make whole the Recipient for the taxes paid in connection with an election under Section 83(b) of the effect of United States federal income taxation with respect to Code. The Recipient acknowledges that the award of Restricted Stock hereunder, and does Company is not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S providing any advice regarding the election under Section 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHof the Code including whether it is available and that the Company has advised it to consult its own professional advisors regarding any such election.

Section 83(b) Election. Participant Grantee understands that that, under Section 83(a) of the Internal Revenue Code taxes of 1986, as amended (the “Code”), the Grantee will recognize as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares the Shares at the time the Restrictions on such shares Shares lapse. Participant Xxxxxxx understands that, notwithstanding the preceding sentence, Participant Grantee may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant Grantee files an 83(b) Election, Participant Grantee will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Date, and will be responsible for paying all such taxes, and, if applicable, paying the Company the amount of any tax required to be withheld thereon at the time of such election, in the manner set forth in Section 3.4. Participant Xxxxxxx further understands that an additional a copy of such 83(b) Election form should must be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Award falls, and a copy delivered to the Company. Participant Xxxxxxx acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunderthis Award, and does not purport to be completecomplete or to deal with any state, local or foreign tax requirements that might apply. PARTICIPANT XXXXXXX FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANTGRANTEE’S 83(b83(B) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT GRANTEE TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT GRANTEE MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTXXXXXXX’S DEATH.

Section 83(b) Election. Participant understands You understand that Section 83(a) ---------------------- 83 of the Internal Revenue Code of 1986, as amended ("Code"), taxes as ordinary income the difference between the amount, if any, amount paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares at the time Restricted Shares as of the Restrictions date any restrictions on such shares the Restricted Shares lapse. Participant understands thatIn this context, notwithstanding "restriction" means the preceding sentence, Participant restrictions under Section 3 (above). You may elect to be taxed at the time of the Award Date, Restricted Shares are granted rather that at than when and as the time the Restrictions lapse, Restricted Shares become unrestricted by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days of from the Award Grant Date. In the event Participant files an 83(b) Election, Participant If you fail to make this filing timely you will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of the Restricted Shares at the time such shares as of the Award Daterestrictions lapse under Section 3 (above). Participant further understands that an additional copy of such 2 YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunderOF THE CODE, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT EVEN IF YOU REQUEST THE COMPANY IS NOT RESPONSIBLE FOR OR ITS REPRESENTATIVES TO MAKE THIS FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT ON YOUR BEHALF. YOU ARE URGED TO SEEK INDEPENDENT ADVICE REGARDING WITH RESPECT TO THE APPLICABLE PROVISIONS OF THE CODE, THE CONSEQUENCES UNDER FEDERAL AND STATE SECURITIES AND INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES DUTIES IMPOSED UPON YOU RELATED TO THE AWARD OF PARTICIPANT’S DEATHRESTRICTED SHARES AND DISPOSITION OF THE RESTRICTED SHARES. If you file an election under Section 83(b) of the Code, you agree to give the Company notice of such election at the time you file such election.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date, and will be responsible for paying all such taxes, and, if applicable, paying the Company the amount of any tax required to be withheld thereon at the time of such election, in the manner set forth in Section 3.5. Participant further understands that an additional copy acopy of such 83(b) Election form should must be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Award D falls, and a copy delivered to the Company. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be completecomplete or to deal with any state local, or foreign tax requirements that might apply. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant Purchaser understands that under Section 83(a) 83 of the Internal Revenue Code taxes of 1986, as amended (the “Code”), the excess of the fair market value of the 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 at that time. For this purpose, the difference between term “forfeiture restrictions” includes the amountright of the company to repurchase the Shares pursuant to Section 4 of this Agreement. Purchaser understands, if anyhowever, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant that Purchaser may elect to be taxed at the time of the Award DateShares are acquired hereunder, rather that at the time the Restrictions lapsethan when and as such Shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Even if the fair market value of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which Shares at the date of this Agreement fallsequals the purchase price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. Participant acknowledges Purchaser understands that failure to make this filing within the foregoing is only a summary thirty (30) day period will result in the recognition of ordinary income by Purchaser as the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be completeforfeiture restrictions lapse. PARTICIPANT FURTHER PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS THE COMPANY IS NOT RESPONSIBLE FOR OR ITS REPRESENTATIVES TO MAKE THIS FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHON HIS BEHALF.

Section 83(b) Election. Participant Grantee understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant Grantee may elect to be taxed at the time of the Award DateDate of Grant, rather that than at the time the Restrictions restrictions lapse, by filing an election under Section 83(b) of the Code (an “"83(b) Election”") with the Internal Revenue Service within 30 thirty (30) days of the Award DateDate of Grant. In the event Participant Grantee files an 83(b) Election, Participant Grantee will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares as of the Award DateDate of Grant. Participant Grantee further understands that an additional copy of such 83(b) Election form should be filed with his or her Grantee's federal income tax return for the calendar year in which the date Date of this Agreement Grant falls. Participant Grantee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Shares hereunder, and does not purport to be complete. PARTICIPANT GRANTEE FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S GRANTEE'S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT GRANTEE TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT GRANTEE MAY RESIDE, RESIDE AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.GRANTEE'S DEATH OR FORFEITURE OF SHARES AFTER AN 83(b) ELECTION. - 4 -

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant The Shares (the "Restricted Shares") may be subject to an election under Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"). Shareholder understands that Section 83(a) 83 of the Code taxes as ordinary income the difference between the amount, if any, amount paid for the shares of Common Stock Restricted Shares and the Fair Market Value fair market value of such shares at the time Restricted Shares as of the Restrictions date any restrictions on such shares the Restricted Shares lapse. Participant In this context, "restriction" means the right of the Company to buy back the Restricted Shares pursuant to Section 3. Shareholder understands that, notwithstanding the preceding sentence, Participant that he or she may elect to be taxed at the time of the Award Date, Restricted Shares are purchased rather that at than when and as the time the Restrictions lapse, Repurchase Option expires by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service IRS within 30 days from the date of purchase. Even if the fair market value of the Award DateRestricted Shares equals the amount paid for the Restricted Shares, the election must be made to avoid adverse tax consequences in the future. In TO BE EFFECTIVE, THE ELECTION MUST BE COMPLETED AND FILED WITHIN 30 DAYS FROM THE DATE OF PURCHASE. Shareholder understands that failure to make this filing timely will result in the event Participant files an 83(b) Election, Participant will recognize recognition of ordinary income in an amount equal to by Shareholder as the Repurchase Option lapses on the difference between the amount, if any, paid for the shares of Common Stock purchase price and the Fair Market Value of such shares as fair market value of the Award DateRestricted Shares at the time such restrictions lapse. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER SHAREHOLDER ACKNOWLEDGES THAT IT IS SHAREHOLDER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF SHAREHOLDER REQUESTS THE COMPANY IS NOT RESPONSIBLE FOR OR ITS REPRESENTATIVES TO MAKE THIS FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHON SHAREHOLDER'S BEHALF.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary #PageNum# income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant Director understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant Director may elect to be taxed at the time of the Award DateDate of Grant, rather that than at the time the Restrictions restrictions lapse, by filing an election under Section 83(b) of the Code (an “"83(b) Election”") with the Internal Revenue Service within 30 days of the Award DateDate of Grant. In the event Participant Director files an 83(b) Election, Participant Director will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares as of the Award DateDate of Grant. Participant Director further understands that an additional copy of such 83(b) Election form should be filed with his or her Director's federal income tax return for the calendar year in which the date Date of this Agreement Grant falls. Participant Director acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Shares hereunder, and does not purport to be complete. PARTICIPANT DIRECTOR FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S DIRECTOR'S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT DIRECTOR TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT DIRECTOR MAY RESIDE, RESIDE AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHDIRECTOR'S DEATH AND OF GRANTEE'S DEATH OR FORFEITURE OF SHARES AFTER AN 83(b) ELECTION.

Section 83(b) Election. Participant Holder understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions Forfeiture Restriction on such shares lapseShares lapses. Participant Holder understands that, notwithstanding the preceding sentence, Participant Holder may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapseForfeiture Restriction lapses, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant Holder files an 83(b) Election, Participant Holder will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Grant Date. Participant Xxxxxx further understands that an additional copy of such 83(b) Election form should be filed with his or her Xxxxxx’s federal income tax return for the calendar year in which the date of this Agreement falls. Participant Xxxxxx acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Shares hereunder, and does not purport to be complete. PARTICIPANT XXXXXX FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANTHOLDER’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT HOLDER TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT HOLDER MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTHOLDER’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Internal Revenue Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares and any Retained Distributions at the time the Restrictions on such shares Restricted Shares and Retained Distributions lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event that Participant files an 83(b) Election, Participant shall provide the Company a copy thereof prior to the expiration of such 30 day period. Participant understands that in the event an 83(b) Election is filed with the Internal Revenue Service within such time period, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Restricted Shares and the Fair Market Value of such shares Restricted Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Award hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH. PARTICIPANT HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING PARTICIPANT’S 83(b) ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM THE LAPSE OF THE RESTRICTIONS ON THE UNVESTED RESTRICTED SHARES AND RETAINED DISTRIBUTIONS. PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT’S PURCHASE OR DISPOSITION OF THE RESTRICTED SHARES AND PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

Section 83(b) Election. Participant The Grantee understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions on such shares Shares lapse. Participant The Grantee understands that, notwithstanding the preceding sentence, Participant the Grantee may elect to be taxed at the time of the Award Datedate of grant, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Datedate of grant. In the event Participant the Grantee files an 83(b) Election, Participant the Grantee will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares as of the Award Datedate of grant. Participant The Grantee further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant The Grantee acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock Award hereunder, and does not purport to be complete. PARTICIPANT THE GRANTEE FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANTGRANTEE’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT THE GRANTEE TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT THE GRANTEE MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANTTHE GRANTEE’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions on such shares Shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock the Shares hereunder, and does not purport to be complete. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that that, under Section 83(a) of the Internal Revenue Code taxes of 1986, as amended (the “Code”), the Participant will recognize as ordinary income the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Date, rather that at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such shares as of the Award Date, and will be responsible for paying all such taxes, and, if applicable, paying the Company the amount of any tax required to be withheld thereon at the time of such election, in the manner set forth in Section 3.4. Participant further understands that an additional a copy of such 83(b) Election form should must be filed with his or her federal income tax return for the calendar year in which the date of this Agreement Award falls, and a copy delivered to the Company. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be completecomplete or to deal with any state local, or foreign tax requirements that might apply. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares at the time the Restrictions on such shares Shares lapse. Participant understands that, notwithstanding the preceding sentence, Participant may elect to be taxed at the time of the Award Grant Date, rather that than at the time the Restrictions lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the Internal Revenue Service within 30 days of the Award Grant Date. In the event Participant files an 83(b) Election, Participant will recognize ordinary income on the Grant Date in an amount equal to the difference between the amount, if any, paid for the shares of Common Stock Shares and the Fair Market Value of such shares Shares as of the Award Grant Date. Participant further understands that an additional copy of such 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock the Shares hereunder, and does not purport to be complete. If a Section 83(b) Election is made, no additional income will be recognized by the Participant upon the lapse of Restrictions on the Shares, but, if the Shares are subsequently forfeited, the Participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the Grant Date. PARTICIPANT FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATH.

Section 83(b) Election. Participant 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(a) 83, the excess of the Code taxes 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 difference between the amount, if any, paid for the shares of Common Stock lapse date and the Fair Market Value of such shares at the time the Restrictions on such shares lapsesubject to applicable income tax and employment tax withholding. Participant The Recipient understands that, notwithstanding the preceding sentence, Participant that he may elect under Code Section 83(b) to be taxed at the time of the Award DateSign-On Shares are acquired hereunder, rather that at than when and as the time Sign-On Shares cease to be subject to the Restrictions lapse, by filing an forfeiture restrictions. Such election under Section 83(b) of (the Code (an “83(b) Election”) must be filed with the Internal Revenue Service within 30 thirty (30) days after the date the Sign-On Shares are acquired. If the 83(b) Election is made, the excess of the Award Date. In fair market value of the event Participant files an 83(b) Election, Participant will recognize ordinary income in an amount equal to Sign-On Shares on the difference between date received by the amount, if any, Recipient over the price paid for the shares of Common Stock Sign-On Shares (if any) will be reportable as ordinary income and the Fair Market Value of such shares as of the Award Datesubject to applicable income tax and employment tax withholding. Participant further understands that an additional copy of such THE FORM FOR MAKING THIS 83(b) Election form should be filed with his or her federal income tax return for the calendar year in which the date of this Agreement fallsELECTION IS ATTACHED AS EXHIBIT B HERETO. Participant acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Stock hereunder, and does not purport to be complete. PARTICIPANT FURTHER THE RECIPIENT ACKNOWLEDGES THAT IT IS THE COMPANY IS RECIPIENT’S SOLE RESPONSIBILITY, AND NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S COMPANY’S, TO TIMELY FILE AN 83(b) ELECTION, AND . THE COMPANY HAS DIRECTED PARTICIPANT RECIPIENT UNDERSTANDS THAT FAILURE TO SEEK INDEPENDENT ADVICE REGARDING MAKE THIS FILING WITHIN THE APPLICABLE PROVISIONS THIRTY (30)-DAY PERIOD MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE CODE, RECIPIENT AS THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FEDERAL GOVERNMENT OR FOREIGN COUNTRY IN WHICH PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF PARTICIPANT’S DEATHFORFEITURE RESTRICTIONS LAPSE.