Profits Interests Section 83(b) Election Contract Clauses (6)

Profits Interests Section 83(b) Election. (a) Each of the Management Units is intended to constitute a "profits interest" within the meaning of Internal Revenue Service Revenue Procedure 93-27 and 2001-43. A profits interest is granted in connection with the performance of services and is a right to receive distributions funded solely by the profits of the Company which are generated after the grant. As such, the Managing Member shall, if necessary, limit distributions and allocations of profits to Grantee so that such distributions and... allocations do not exceed the available profits in respect of Grantee's related profits interest. Consequently, under certain circumstances, distributions and allocations with respect to a Management Unit may differ in amount from distributions and allocations with respect to other Units issued or Transferred at a different time. (b) Notwithstanding any provision of this Agreement or the Company LLC Agreement to the contrary, Grantee shall, as a condition subsequent to the issuance of the Management Units pursuant to this Agreement, execute and deliver a valid and timely election under Section 83(b) of the Code, in substantially the forms attached hereto as Annex A, to both the Internal Revenue Service and the Company within thirty (30) days of the Date of Grant. Upon the failure of Grantee to make such valid and timely election, the issuance of the Management Units shall be void ab initio. View More