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

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (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 on the lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of Company to repurchase the Unvested Shares pursuant to the Repurchase Right. Employee may elect under section 83(b) of the Code to be taxed at the time the Shares are acquired, rather than when and as such Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 days after the date of this Agreement. Regardless of whether the fair market value of the Shares on the date of this Agreement exceeds the Purchase Price paid, the election must be made to avoid adverse tax consequences in the future. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT “C” HERETO. EMPLOYEE UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section Section 83 of the Internal Revenue Code of 1986 (the “Code”), the excess of difference between the purchase price paid by the Grantee for the Restricted Stock, if any, and their fair market value on the Lapse Date of the Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase Price paid for such shares Restricted Stock, will be reportable as ordinary income at that time. Grantee may elect to be taxed on the Award Date with respect to Restricted Stock rather than when such restrictions lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of Company to repurchase the Unvested Shares pursuant to the Repurchase Right. Employee may elect by filing an election under section Section 83(b) of the Code in a form similar to be taxed at the time the Shares are acquired, rather than when and as such Shares cease to be subject to such forfeiture restrictions. Such election must be filed that set forth in Exhibit A hereto with the Internal Revenue Service within 30 days after the date Award Date. Failure to make this filing within the 30-day period will result in the recognition of this Agreement. Regardless of whether ordinary income by Grantee (in the fair market value event the Fair Market Value of the Shares on shares increases after the date of this Agreement exceeds Award Date) as the Purchase Price paidforfeiture restrictions lapse. GRANTEE ACKNOWLEDGES THAT IT IS HIS OR HER SOLE RESPONSIBILITY, the election must be made to avoid adverse tax consequences in the future. AND NOT THE FORM FOR MAKING THIS COMPANY’S, TO FILE A TIMELY ELECTION IS ATTACHED AS EXHIBIT “C” HERETO. EMPLOYEE UNDERSTANDS THAT FAILURE TO MAKE UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING WITHIN ON GRANTEE’S BEHALF. GRANTEE IS RELYING SOLELY ON HIS OR HER OWN ADVISORS WITH RESPECT TO THE APPLICABLE 30-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME DECISION AS THE FORFEITURE RESTRICTIONS LAPSETO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value of the Purchased 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 the lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of Company the Corporation to repurchase the Unvested Purchased Shares pursuant to the Repurchase Right. Employee Participant may elect under section Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Regardless of whether Even if the fair market value of the Purchased Shares on the date of this Agreement exceeds equals the Purchase Price paidpaid (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 “C” II HERETO. EMPLOYEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase Price paid for such those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of Company the Corporation to repurchase the Unvested Purchased Shares pursuant to the Repurchase Right. Employee Participant may elect under section Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Regardless of whether Even if the fair market value Fair Market Value of the Purchased Shares on the date of this Agreement exceeds equals the Purchase Price paidpaid (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 “C” II HERETO. EMPLOYEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse lapse, over the Purchase Exercise Price paid for such shares shares, will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of the Company to repurchase the Unvested Purchased Shares pursuant to the Repurchase Right. Employee Optionee may elect under section Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 days after the date of this Agreement. Regardless of whether Even if the fair market value Fair Market Value of the Purchased Shares on the date of this Agreement exceeds equals the Purchase Exercise Price paidpaid (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 “C” II HERETO. EMPLOYEE OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value Fair Market Value of the Issued Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase Price purchase price (if any) paid for such those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of Company to repurchase the Unvested Shares pursuant to the Repurchase Right. Employee Participant may elect under section Code Section 83(b) of the Code to be taxed at the time the Issued Shares are acquired, rather than when and as such Issued Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Regardless of whether Even if the fair market value Fair Market Value of the Issued Shares on the date of this Agreement exceeds equals the Purchase Price paidpurchase price (if any) 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 “C” II HERETO. EMPLOYEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value Fair Market Value of the Restricted Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase Price price paid for such shares those Restricted Shares (if any) will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of the Company to repurchase the Unvested Restricted Shares pursuant to the Repurchase Right. Employee Participant may elect under section Code Section 83(b) of the Code to be taxed at the time the Restricted Shares are acquired, rather than when and as such Restricted Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Regardless of whether Even if the fair market value Fair Market Value of the Restricted Shares on the date of this Agreement exceeds equals the Purchase Price paidprice 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 “C” II HERETO. EMPLOYEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase Price paid for such those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of Company to repurchase the Unvested Shares pursuant to the Repurchase Right. Employee Participant may elect under section Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 days after the date of this Agreement. Regardless of whether Even if the fair market value Fair Market Value of the Purchased Shares on the date of this Agreement exceeds equals the Purchase Price paidpaid (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 “C” I HERETO. EMPLOYEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-30 DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value Fair Market Value of the Purchased 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 the lapse date. For this purpose, the term “"forfeiture restrictions,” among other things, " includes the right of Company the Corporation to repurchase the Unvested Purchased Shares pursuant to the Repurchase Right. Employee Participant may elect under section Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Regardless of whether Even if the fair market value Fair Market Value of the Purchased Shares on the date of this Agreement exceeds equals the Purchase Price paidpaid (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 “C” II HERETO. EMPLOYEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section Employee understands that under Section 83 of ---------------------- the Internal Revenue Code of 1986 1986, as amended, and the rules and regulations promulgated thereunder (the “"Code”"), upon the excess lapse of the fair market value of the Shares on the date any forfeiture restrictions applicable to such shares lapse over the Shares, Employee must include as compensation income the difference between the Purchase Price paid for such shares will be reportable as ordinary income the Shares and their Fair Market Value on the lapse datedate on which any such forfeiture restrictions applicable to such Shares lapse. For this purpose, the term “"forfeiture restrictions,” among other things, " includes the right of the Company to repurchase the Unvested Shares pursuant to the its restrictions on transferability and Repurchase RightRights under Articles IV and V of this Agreement. Employee may elect under section 83(b) understands that he shall, at the time of the Code execution and delivery of this Agreement, be required to be taxed elect to include as compensation income an amount equal to the difference (if any) between the Purchase Price paid for the Shares and the Fair Market Value of the Shares at the time the Shares are acquired, acquired hereunder rather than when and as such Shares cease to be subject to such forfeiture restrictions. Such , by filing an election must be filed under Section 83(b) of the Code, substantially in the form of Exhibit D hereto, with the Internal Revenue Service (the "I.R.S.") within 30 thirty (30) days after the date of this Agreement. Regardless of whether the fair market value purchase of the Shares on hereunder. If the Fair Market Value of the Shares at the date of this Agreement exceeds purchase does not exceed the Purchase Price paidpaid (and thus no amount must be included as compensation income), the election must be made to may avoid potential adverse tax consequences in the future. THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT “C” HERETO. EMPLOYEE UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase Price paid for such those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “"forfeiture restrictions,” among other things, " includes the right of Company the Corporation to repurchase the Unvested Purchased Shares pursuant to the Repurchase Right. Employee Participant may elect under section Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Regardless of whether Even if the fair market value Fair Market Value of the Purchased Shares on the date of this Agreement exceeds equals the Purchase Price paidpaid (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 “C” II HERETO. EMPLOYEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value Fair Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase Price paid for such those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture restrictions,” among other things, includes the right of the Company to repurchase the Unvested Purchased Shares pursuant to the Repurchase Right. Employee Participant may elect under section Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Regardless of whether Even if the fair market value Fair Market Value of the Purchased Shares on the date of this Agreement exceeds equals the Purchase Price paidpaid (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 “C” II HERETO. EMPLOYEE PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE 30-DAY THIRTY (30)-DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.

Section 83(b) Election. Under section 83 of the Internal Revenue Code of 1986 (the “Code”)Section 83, the excess of the fair market value of the Purchased 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 the lapse date. For this purpose, the term “"forfeiture restrictions,” among other things, " includes the right of Company the Corporation to repurchase the Unvested Purchased Shares pursuant to the Repurchase Right. Employee Optionee may elect under section Code Section 83(b) of the Code to be taxed at the time the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue Service within 30 thirty (30) days after the date of this Agreement. Regardless of whether Even if the fair market value of the Purchased Shares on the date of this Agreement exceeds equals the Purchase Price paidpaid (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 “C” 3 HERETO. EMPLOYEE OPTIONEE UNDERSTANDS THAT FAILURE TO MAKE TO MAKE THIS FILING WITHIN THE APPLICABLE THIRTY (30-) DAY PERIOD WILL RESULT IN THE RECOGNITION OF ORDINARY INCOME AS THE FORFEITURE RESTRICTIONS LAPSE.. EXHIBIT "A"