Grantee understands that he or she (and not the Company) shall be responsible for all applicable taxes required to be paid with respect to lapse of restrictions on the Restricted Stock. Grantee further understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid, if any, for the Restricted Stock and the fair market value of the Restricted Stock on the Lapse Date. Grantee understands that he or she may elect, pursuant to Section 83(b) of the Code, to be taxed at the time the Restricted Stock is granted rather than when and as the restrictions on the Restricted Stock lapse by filing a Section 83(b) election with the Internal Revenue Service within 30 days from the date the Restricted Stock is transferred to Grantee. Grantee understands that failure to make this filing timely shall result in the recognition of ordinary income by Grantee on the fair market value of the Restricted Stock as the Restricted Stock becomes vested and nonforfeitable. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.