Restricted Stock. A participant will not recognize taxable income at the time shares of restricted stock are granted and we will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at grant. If such an election is made. the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of the grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such an election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. The Company is entitled to a corresponding deduction at the time the ordinary income Is recognized by the participant, except to the extent the deduction limits of Section 162(m) of the Code apply. In addition, a participant 126 Table of Contents receiving dividends with respect to restricted stock for which the above•described election has not been made and prior to the time the restrictions lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees), rather than dividend income. The Company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply. Restricted Stock Units. A participant will not recognize taxable income when restricted stock units are granted. and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of settlement of the award equal to the fa