Section 83(b) Election Clause Example with 13 Variations from Business Contracts
This page contains Section 83(b) Election clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Section 83(b) Election. Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather tha...n when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) days of the date of purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock.View More
Variations of a "Section 83(b) Election" Clause from Business Contracts
Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Common Stock Shares and the fair market value Fair Market Value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the Company to buy back the Common Stock Shares pursuant to the Repurchase Option set forth in Section 3(a) ...above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) days of from the date of purchase. Even if the fair market value Fair Market Value of the Common Stock Shares at the time of the execution of this Agreement equals the amount paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election election form should be filed with his or her Purchaser's federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. death, and Purchaser assumes all responsibility for filing has consulted, and has been fully advised by, Purchaser's own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser's purchase of the Shares or of the making or failure to make an 83(b) Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER'S BEHALF. 8 Purchaser agrees that Purchaser will execute and deliver to the Company with this executed Agreement a copy of the ACKNOWLEDGMENT and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment"), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election, a copy of the 83(b) Election, attached hereto as Exhibit C. 9. Lock-Up Agreement. In connection with the initial public offering of the Company's securities and paying all taxes resulting from such election upon request of the Company or the lapse underwriters managing any underwritten offering of the restrictions Company's securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering; provided however that, if during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or prior to the expiration of the restricted period the Company announces that it will release earnings results during the 16-day period beginning on the Common Stock. last day of the restricted period, then, upon the request of the managing underwriter, to the extent required by any FINRA rules, the restrictions imposed by this Section 9 shall continue to apply until the end of the third trading day following the expiration of the 15-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. In no event will the restricted period extend beyond 216 days after the effective date of the registration statement. View More
Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Common Stock Shares and the fair market value Fair Market Value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the Company to buy back the Common Stock Shares pursuant to the Repurchase Option set forth in Section 3(a) ...above. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) days of from the date of purchase. Even if the fair market value Fair Market Value of the Common Stock Shares at the time of the execution of this Agreement equals the amount paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election election form should be filed with his or her Purchaser's federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment"), attached hereto as Exhibit B and, if Purchaser decides to make an 83(b) Election Election, a copy of the 83(b) Election, attached hereto as Exhibit C. 9. Lock-Up Agreement. In connection with the initial public offering of the Company's securities and paying all taxes resulting from such election upon request of the Company or the lapse underwriters managing any underwritten offering of the restrictions on Company's securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the Common Stock. purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering. View More
Section 83(b) Election. (a) Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Common Stock Shares and the fair market value Fair Market Value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of ...the Company to buy back the Common Stock Shares pursuant to the Repurchase Option set forth above. in Section 3(a) of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) 30 days of from the date of purchase. Even if the fair market value Fair Market Value of the Common Stock Shares at the time of the execution of this Agreement equals the amount paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election 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. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. death, and Purchaser assumes all responsibility for filing has consulted, and has been fully advised by, Purchaser's own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser's purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE -10- COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER'S BEHALF. (b) Purchaser agrees that he or she will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto as Attachment B. Purchaser further agrees that he or she will execute and submit with the Common Stock. Acknowledgment a copy of the 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election. View More
Section 83(b) Election. (a) Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Common Stock Shares and the fair market value Fair Market Value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of ...the Company to buy back the Common Stock Shares pursuant to the Repurchase Option set forth above. in Section 4(a) of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) 30 days of from the date of purchase. Even if the fair market value Fair Market Value of the Common Stock Shares at the time of the execution of this Agreement equals the amount paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election 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. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. complete, and is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. death, and Purchaser assumes all responsibility for filing has consulted, and has been fully advised by, Purchaser's own tax advisor regarding such tax laws and tax consequences or has knowingly chosen not to consult such a tax advisor. Purchaser further acknowledges that neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to Purchaser with respect to the tax consequences of Purchaser's purchase of the Shares or of the making or failure to make an 83(b) Election Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTS OR ANY OTHER PERSON) SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER REQUESTS THE COMPANY, ITS AGENTS OR ANY OTHER PERSON MAKE THIS FILING ON PURCHASER'S BEHALF. -19- (b) Purchaser agrees that he or she will execute and paying all taxes resulting from such election or deliver to the lapse Company with this executed Agreement a copy of the restrictions on Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto as Attachment B. Purchaser further agrees that he or she will execute and submit with the Common Stock. Acknowledgment a copy of the 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election. View More
Section 83(b) Election. Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock Shares and the fair market value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the Company to buy back repurchase the Common Stock Shares pursuant to the Termination Share Repurchase Option set forth above. in Section 3(b)(i) and in the event of an involun...tary transfer as set forth in Section 3(d)(i). Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, repurchase right lapses pursuant to Sections 3(b)(i) and 3(d)(i), by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) 30 days of from the date of purchase. Even if the fair market value of the Common Stock Shares at the time of the execution of this Agreement equals the amount 9 paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election 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. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment"), attached hereto as Exhibit B. Purchaser further agrees that Purchaser will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election, attached hereto as Exhibit C, if Purchaser has indicated in the Common Stock. Acknowledgment his decision to make such an election. View More
Section 83(b) Election. Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock Shares and the fair market value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the Company to buy back repurchase the Common Stock Shares pursuant to the Termination Share Repurchase Option set forth above. in Section 3(b)(i) and in the event of an involun...tary transfer as set forth in Section 3(d)(i). Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, repurchase right lapses pursuant to Sections 3(b)(i) and 3(d)(i), by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) 30 days of from the date of purchase. Even if the fair market value of the Common Stock Shares at the time of the execution of this Agreement equals the amount paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income 8 and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election 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. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment"), attached hereto as Exhibit B. Purchaser further agrees that Purchaser will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election, attached hereto as Exhibit C, if Purchaser has indicated in the Common Stock. Acknowledgment his decision to make such an election. View More
Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income for a Nonstatutory Stock Option and as alternative minimum taxable income for an Incentive Stock Option the difference between the amount paid for the Common Stock Shares and the fair market value Fair Market Value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the ...Company to buy back the Common Stock Shares pursuant to the Repurchase Option set forth above. in Section 3(a) of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) 30 days of from the date of purchase. Even if the fair market value Fair Market Value of the Common Stock Shares at the time of the execution of this Agreement equals the amount paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income and alternative minimum tax treatment under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election 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. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility agrees that he or she will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment") attached hereto as Attachment B. Purchaser further agrees that he or she will execute and submit with the Acknowledgment a copy of the 83(b) Election attached hereto as Attachment C (for tax purposes in connection with the early exercise of an option) if Purchaser has indicated in the Acknowledgment his or her decision to make such an election. Purchaser agrees that he or she is solely responsible for filing an the Section 83(b) Election and paying all taxes resulting from such election or with the lapse of the restrictions on the Common Stock. Internal Revenue Service. View More
Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Common Stock Shares (if any) and the fair market value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the Company to buy back the Common Stock Shares pursuant to the Repurchase Option set forth above. in Section 3 of th...is Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, Shares are acquired, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) days of from the date of purchase. Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future. transfer. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election 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. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. -11- Purchaser assumes all responsibility for filing an 83(b) Election further agrees that Purchaser will execute, file and paying all taxes resulting from such election or submit to the lapse Company a copy of the restrictions on the Common Stock. 83(b) Election, attached hereto as Exhibit B. PURCHASER UNDERSTANDS THAT SHE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF HIS OR HER ACQUISITION OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS THAT SHE HAS CONSULTED WITH ANY TAX ADVISER SHE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT PURCHASER IS NOT RELYING ON THE COMPANY OR COMPANY COUNSEL FOR ANY TAX ADVICE. PURCHASER HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING SUCH 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 REPURCHASE RESTRICTIONS ON THE UNVESTED SHARES. View More
Section 83(b) Election. Purchaser understands that Section 83(a) of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the amount paid for the Common Stock Shares and the fair market value Fair Market Value of the Common Stock Shares as of the date any restrictions on the Common Stock Shares lapse. In this context, "restriction" includes means the right of the Company to buy back the Common Stock Shares pursuant to the Repurchase Option set forth above. in Sectio...n 3(a) of this Agreement. Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is Shares are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) 30 days of from the date of purchase. Even if the fair market value Fair Market Value of the Common Stock Shares at the time of the execution of this Agreement equals the amount paid for the Common Stock, Shares, the 83(b) Election election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election 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. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Shares hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an agrees that he will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the "Acknowledgment"), attached hereto as Exhibit B. Purchaser further agrees that Purchaser will execute and paying all taxes resulting from such election or submit with the lapse Acknowledgment a copy of the restrictions on 83(b) Election, attached hereto as Exhibit C, if Purchaser has indicated in the Common Stock. Acknowledgment his or her decision to make such an election. View More
Section 83(b) Election. Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock Units and the fair market value of the Common Stock Units as of the date any restrictions on the Common Stock Units lapse. In this context, "restriction" includes the right of the Company to buy back the Common Stock Units pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time t...he Common Stock is Units are purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an "83(b) Election") of the Code with the Internal Revenue Service within thirty (30) days of from the date of purchase. An 83(b) election form is attached hereto as Exhibit A. Even if the fair market value of the Common Stock Units at the time of the execution of this Agreement equals the amount paid for the Common Stock, Units, the 83(b) Election must be made to avoid income under Section 83(a) in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. 21 falls, and Purchaser shall deliver a copy of Purchaser's completed 83(b) election form to the Company. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock Units hereunder, and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Common Stock. PURCHASER ASSUMES ALL RESPONSIBILITY FOR FILING AN 83(B) ELECTION AND PAYING ALL TAXES RESULTING FROM SUCH ELECTION OR THE LAPSE OF THE RESTRICTIONS ON THE UNITS. View More
