Common use of Certain Equity Incentive Tax Benefits Clause in Contracts

Certain Equity Incentive Tax Benefits. The parties agree as follows: (A) In connection with the Transactions and pursuant to the provisions of the Distribution Agreement and/or its related agreements among the parties, certain Pre-Distribution Equity Incentives (as defined herein) will be cancelled and in lieu thereof New Fluor will, effective as of the Distribution, issue or grant New Fluor Substituted Equity Incentives (as defined herein) to the parties holding such cancelled Pre-Distribution Equity Incentives immediately prior to the Distribution. Any Tax deduction or other Tax Benefit resulting from or attributable to the vesting, exercise, purchase, cancellation, payment or other disposition or satisfaction of all or any portion of a New Fluor Substituted Equity Incentive, including, without limitation, a payment of cash in lieu of issuing a New Fluor Substituted Equity Incentive (any such action or event, a "Satisfying" or "Satisfaction") shall be allocable to the New Fluor Group member which Satisfies such New Fluor Substituted Equity Incentive. Without limitation on the foregoing, the parties agree that if New Fluor pays cash to, or pays cash into a fund or account for the benefit of, a Pre-Distribution Xxxxxx Employee (as defined below) in consideration for the sale or cancellation of, or in lieu of the issuance of, a New Fluor Substituted Equity Incentive issued or otherwise issuable (as applicable) to such Employee (whether or not the vesting thereof is accelerated as a result of the Distribution), such payment by New Fluor shall be deemed a Satisfaction to which the provisions of this section 5.04(d)(vi) apply. Also in connection with the Transactions, New Fluor will be making payments to, or into an account on behalf of, Pre-Distribution Xxxxxx Employees (including reimbursements to Parent for such payments) in cancellation or other Satisfaction of Parent Substituted Equity Incentives (as defined herein), and the parties agree that any Tax deduction or other Tax Benefit resulting from or attributable to the purchase or other Satisfaction of any such Parent Substituted Equity Incentive shall be allocated to the New Fluor Group member which Satisfies such Parent

Certain Equity Incentive Tax Benefits. The parties agree as follows: (A) In connection with the Transactions and pursuant to the provisions of the Distribution Agreement and/or its related agreements among the parties, certain Pre-Distribution Equity Incentives (as defined herein) will be cancelled and in lieu thereof New Fluor will, effective as of the Distribution, issue or grant New Fluor Substituted Equity Incentives (as defined herein) to the parties holding such cancelled Pre-Distribution Equity Incentives immediately prior to the Distribution. Any Tax deduction or other Tax Benefit resulting from or attributable to the vesting, exercise, purchase, cancellation, payment or other disposition or satisfaction of all or any portion of a New Fluor Substituted Equity Incentive, including, without limitation, a payment of cash in lieu of issuing a New Fluor Substituted Equity Incentive (any such action or event, a "Satisfying" or "Satisfaction") shall be allocable to the New Fluor Group member which Satisfies such New Fluor Substituted Equity Incentive. Without limitation on the foregoing, the parties agree that if New Fluor pays cash to, or pays cash into a fund or account for the benefit of, a Pre-Distribution Xxxxxx Employee (as defined below) in consideration for the sale or cancellation of, or in lieu of the issuance of, a New Fluor Substituted Equity Incentive issued or otherwise issuable (as applicable) to such Employee (whether or not the vesting thereof is accelerated as a result of the Distribution), such payment by New Fluor shall be deemed a Satisfaction to which the provisions of this section 5.04(d)(vi) apply. Also in connection with the Transactions, New Fluor will be making payments to, or into an account on behalf of, Pre-Distribution Xxxxxx Employees (including reimbursements to Parent or A.T. Xxxxxx for such payments) in cancellation or other Satisfaction of Parent Substituted Equity Incentives (as defined herein), and the parties agree that any Tax deduction or other Tax Benefit resulting from or attributable to the purchase or other Satisfaction of any such Parent Substituted Equity Incentive shall be allocated to the New Fluor Group member which Satisfies such Parent Substituted Equity Incentive. Without limitation on the foregoing, it is intended that the foregoing provisions of this Section 5.04(vi)(A) shall apply to New Fluor's payment or other satisfaction (or reimbursement to Parent or A.T. Xxxxxx for its payment or other satisfaction) of (1) amounts payable to Pre-Distribution Employees in cancellation of, or with respect to, options to acquire Parent stock, and (2) amounts payable to Xxx X. Xxxxxxxxxxx in cancellation of, or with respect to, Pre-Distribution Equity Incentives pursuant to the amendment to his employment agreement entered into in connection with the Distribution. Unless required otherwise by applicable Tax Law or the actions of a Tax Authority, the parties agree that the New Fluor Group shall be entitled to claim such deduction or other Tax Benefit on the appropriate New Fluor Group Tax Return filed after the Distribution Date, and, except as provided under Section 5.04(d)(vi)(B) below, the Parent Group shall not claim any such deduction or other Tax Benefit on any Tax Return of the Parent Group. (B) If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the Satisfaction by a New Fluor Group member of a New Fluor Substituted Equity Incentive, Parent shall pay to New Fluor the excess of (i) the amount of any Tax refund or Tax reduction which the Parent Group obtains as a result of, or which is otherwise attributable to, claiming such deduction or other Tax Benefit on its Tax Returns, over (ii) the amount of any Tax incurred by the Parent Group as a result of, or which is otherwise attributable to, the assumption, payment, reimbursement or other Satisfaction of the New Fluor Substituted Equity Incentive by New Fluor and/or other members of the New Fluor Group (any such excess amount, the "Substituted Incentive Tax Benefit Amount"). Such Substituted Incentive Tax Benefit Amount shall be paid by Parent to New Fluor within 20 business days following the date (herein the "Substituted Incentive Tax Benefit Date") as of which the Parent Group receives any such Tax refund and/or is credited with or otherwise receives the benefit of any such Tax reduction (which Date, in the case of a Parent Tax Return on which Parent originally claims a deduction or other Tax Benefit attributable to the Satisfaction of a New Fluor Substituted Equity Incentive, shall be the due date (determined without regard to extensions) for the filing of such Return). If Parent does not make such payment within 3 business days following the Substituted Incentive Tax Benefit Date, then Parent also shall pay to New Fluor, together with such payment to New Fluor, interest on such Substituted Incentive Tax Benefit Amount calculated at the Base Rate from the Substituted Incentive Tax Benefit Date to the date of the payment hereunder. If, pursuant to an Audit Adjustment, a Tax Authority disallows a Tax Benefit claimed by the New Fluor Group on its Tax Returns with respect to the Satisfaction of such a New Fluor Substituted Equity Incentive, New Fluor shall be entitled to require Parent to seek to obtain the Tax Benefits attributable thereto pursuant to the provisions of Section 5.04(c), in which case Parent shall be obligated to pay to New Fluor the amount or value of any Tax Benefits obtained, together with interest, in accordance with the provisions of this Section 5.04(d)(vi)(B) and the foregoing provisions of this Section 5.04(d). The parties agree that if, pursuant to the foregoing provisions, Parent claims a Tax Benefit on behalf of New Fluor with respect to an unvested New Fluor Substituted Equity Incentive (or if Parent claimed a Tax Benefit with respect to a Pre-Distribution Equity Incentive) and such Tax Benefit is disallowed and recaptured to any extent by reason of a failure to satisfy (including but not limited to termination of employment by the holder of such Incentive prior to satisfaction) all or any portion of the applicable vesting requirement, the recaptured Tax Benefit shall be a Disallowed Tax Benefit subject to the provisions of Section 5.04(f)(i)(B). (C) In connection with its Satisfaction of any New Fluor Substituted Equity Incentive, New Fluor shall pay, make, withhold and/or deposit all employment and payroll Taxes and Tax withholdings as required under applicable Tax Laws. If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the Satisfaction of a New Fluor Substituted Equity Incentive, or if a member of the Parent Group is otherwise required to pay employment or payroll Taxes with respect to a Satisfaction of a New Fluor Substituted Equity Incentive, then New Fluor shall reimburse Parent for the full amount of such employment and payroll Taxes paid by Parent, with such reimbursement to be made within three business days following New Fluor's receipt of demand therefor from Parent. (D) For purposes of Section 5.04(d)(v) and this Section 5.04(d)(vi), the following definitions shall apply: (1) The term "Equity Incentive" shall mean any restricted stock (or related unit), stock appreciation right, stock option, shadow stock or other equity-based compensation which is issued, granted or otherwise transferred by a corporation to its (or its Affiliate's) employees, directors or consultants.

Certain Equity Incentive Tax Benefits. The parties agree as follows: (A) In connection with the Transactions and pursuant to the provisions of the Distribution Agreement and/or its related agreements among the parties, certain Pre-Distribution Equity Incentives (as defined herein) will be cancelled and in lieu thereof New Fluor will, effective as of the Distribution, issue or grant New Fluor Substituted Equity Incentives (as defined herein) to the parties holding such cancelled Pre-Distribution Equity Incentives immediately prior to the Distribution. Any Tax deduction or other Tax Benefit resulting from or attributable to the vesting, exercise, purchase, cancellation, payment or other disposition or satisfaction of all or any portion of a New Fluor Substituted Equity Incentive, including, without limitation, a payment of cash in lieu of issuing a New Fluor Substituted Equity Incentive (any such action or event, a "Satisfying" or "Satisfaction") shall be allocable to the New Fluor Group member which Satisfies such New Fluor Substituted Equity Incentive. Without limitation on the foregoing, the parties agree that if New Fluor pays cash to, or pays cash into a fund or account for the benefit of, a Pre-Distribution Xxxxxx Employee (as defined below) in consideration for the sale or cancellation of, or in lieu of the issuance of, a New Fluor Substituted Equity Incentive issued or otherwise issuable (as applicable) to such Employee (whether or not the vesting thereof is accelerated as a result of the Distribution), such payment by New Fluor shall be deemed a Satisfaction to which the provisions of this section 5.04(d)(vi) apply. Also in connection with the Transactions, New Fluor will be making payments to, or into an account on behalf of, Pre-Distribution Xxxxxx Employees (including reimbursements to Parent or A.T. Xxxxxx for such payments) in cancellation or other Satisfaction of Parent Substituted Equity Incentives (as defined herein), and the parties agree that any Tax deduction or other Tax Benefit resulting from or attributable to the purchase or other Satisfaction of any such Parent Substituted Equity Incentive shall be allocated to the New Fluor Group member which Satisfies such Parent Substituted Equity Incentive. Without limitation on the foregoing, it is intended that the foregoing provisions of this Section 5.04(vi)(A) shall apply to New Fluor's payment or other satisfaction (or reimbursement to Parent or A.T. Xxxxxx for its payment or other satisfaction) of (1) amounts payable to Pre-Distribution Employees in cancellation of, or with respect to, options to acquire Parent stock, and (2) amounts payable to Xxx X. Xxxxxxxxxxx in cancellation of, or with respect to, Pre-Distribution Equity Incentives pursuant to the amendment to his employment agreement entered into in connection with the Distribution. Unless required otherwise by applicable Tax Law or the actions of a Tax Authority, the parties agree that the New Fluor Group shall be entitled to claim such deduction or other Tax Benefit on the appropriate New Fluor Group Tax Return filed after the Distribution Date, and, except as provided under Section 5.04(d)(vi)(B) below, the Parent Group shall not claim any such deduction or other Tax Benefit on any Tax Return of the Parent Group. (B) If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the Satisfaction by a New Fluor Group member of a New Fluor Substituted Equity Incentive, Parent shall pay to New Fluor the excess of (i) the amount of any Tax refund or Tax reduction which the Parent Group obtains as a result of, or which is otherwise attributable to, claiming such deduction or other Tax Benefit on its Tax Returns, over (ii) the amount of any Tax incurred by the Parent Group as a result of, or which is otherwise attributable to, the assumption, payment, reimbursement or other Satisfaction of the New Fluor Substituted Equity Incentive by New Fluor and/or other members of the New Fluor Group (any such excess amount, the "Substituted Incentive Tax Benefit Amount"). Such Substituted Incentive Tax Benefit Amount shall be paid by Parent to New Fluor within 20 business days following the date (herein the "Substituted Incentive Tax Benefit Date") as of which the Parent Group receives any such Tax refund and/or is credited with or otherwise receives the benefit of any such Tax reduction (which Date, in the case of a Parent Tax Return on which Parent originally claims a deduction or other Tax Benefit attributable to the Satisfaction of a New Fluor Substituted Equity Incentive, shall be the due date (determined without regard to extensions) for the filing of such Return). If Parent does not make such payment within 3 business days following the Substituted Incentive Tax Benefit Date, then Parent also shall pay to New Fluor, together with such payment to New Fluor, interest on such Substituted Incentive Tax Benefit Amount calculated at the Base Rate from the Substituted Incentive Tax Benefit Date to the date of the payment hereunder. If, pursuant to an Audit Adjustment, a Tax Authority disallows a Tax Benefit claimed by the New Fluor Group on its Tax Returns with respect to the Satisfaction of such a New Fluor Substituted Equity Incentive, New Fluor shall be entitled to require Parent to seek to obtain the Tax Benefits attributable thereto pursuant to the provisions of Section 5.04(c), in which case Parent shall be obligated to pay to New Fluor the amount or value of any Tax Benefits obtained, together with interest, in accordance with the provisions of this Section 5.04(d)(vi)(B) and the foregoing provisions of this Section 5.04(d). The parties agree that if, pursuant to the foregoing provisions, Parent claims a Tax Benefit on behalf of New Fluor with respect to an unvested New Fluor Substituted Equity Incentive (or if Parent claimed a Tax Benefit with respect to a Pre-Distribution Equity Incentive) and such Tax Benefit is disallowed and recaptured to any extent by reason of a failure to satisfy (including but not limited to termination of employment by the holder of such Incentive prior to satisfaction) all or any portion of the applicable vesting requirement, the recaptured Tax Benefit shall be a Disallowed Tax Benefit subject to the provisions of Section 5.04(f)(i)(B). (C) In connection with its Satisfaction of any New Fluor Substituted Equity Incentive, New Fluor shall pay, make, withhold and/or deposit all employment and payroll Taxes and Tax withholdings as required under applicable Tax Laws. If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the Satisfaction of a New Fluor Substituted Equity Incentive, or if a member of the Parent Group is otherwise required to pay employment or payroll Taxes with respect to a Satisfaction of a New Fluor Substituted Equity Incentive, then New Fluor shall reimburse Parent for the full amount of such employment and payroll Taxes paid by Parent, with such reimbursement to be made within three business days following New Fluor's receipt of demand therefor from Parent. (D) For purposes of Section 5.04(d)(v) and this Section 5.04(d)(vi), the following definitions shall apply:

Certain Equity Incentive Tax Benefits. The parties agree as follows: (A) In connection with the Transactions and pursuant to the provisions of the Distribution Agreement and/or its related agreements among the parties, certain Pre-Distribution Equity Incentives (as defined herein) will be cancelled and in lieu thereof New Fluor will, effective as of the Distribution, issue or grant New Fluor Substituted Equity Incentives (as defined herein) to the parties holding such cancelled Pre-Distribution Equity Incentives immediately prior to the Distribution. Any Tax deduction or other Tax Benefit resulting from or attributable to the vesting, exercise, purchase, cancellation, payment or other disposition or satisfaction of all or any portion of a New Fluor Substituted Equity Incentive, including, without limitation, a payment of cash in lieu of issuing a New Fluor Substituted Equity Incentive (any such action or event, a "Satisfying" or "Satisfaction") shall be allocable to the New Fluor Group member which Satisfies such New Fluor Substituted Equity Incentive. Without limitation on Unless required otherwise by applicable Tax Law or the foregoingactions of a Tax Authority, the parties agree that the New Fluor Group shall be entitled to claim such deduction or other Tax Benefit on the appropriate New Fluor Group Tax Return filed after the Distribution Date, and, except as provided under Section 5.04(d)(vi)(B) below, the Parent Group shall not claim any such deduction or other Tax Benefit on any Tax Return of the Parent Group. (B) If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor pays cash toand Parent mutually agree that Parent shall, claim a deduction or pays cash into other Tax Benefit attributable to the Satisfaction by a fund or account for the benefit of, a Pre-Distribution Xxxxxx Employee (as defined below) in consideration for the sale or cancellation of, or in lieu New Fluor Group member of the issuance of, a New Fluor Substituted Equity Incentive issued Incentive, Parent shall pay to New Fluor the amount of any Tax refund, Tax reduction or otherwise issuable other Tax Benefit (as applicableinclusive of the Present Value of any future Tax Benefit) to such Employee (whether or not which the vesting thereof is accelerated Parent Group obtains as a result of the Distribution)of, such payment by New Fluor shall be deemed a Satisfaction to or which the provisions of this section 5.04(d)(vi) apply. Also in connection with the Transactions, New Fluor will be making payments is otherwise attributable to, or into an account on behalf of, Pre-Distribution Xxxxxx Employees (including reimbursements to Parent for claiming such payments) in cancellation or other Satisfaction of Parent Substituted Equity Incentives (as defined herein), and the parties agree that any Tax deduction or other Tax Benefit resulting from on its Tax Returns (such aggregate Tax Benefit amount, the "Substituted Incentive Tax Benefit Amount"). Such Substituted Incentive Tax Benefit Amount shall be paid by Parent to New Fluor within thirty days following the date (herein the "Substituted Incentive Tax Benefit Date") as of which the Parent Group receives any such Tax refund and/or is credited with or otherwise receives the benefit of any such Tax reduction or other current or future Tax Benefit (which Date, in the case of a Parent Tax Return on which Parent originally claims a deduction or other Tax Benefit attributable to the purchase or other Satisfaction of any such Parent a New Fluor Substituted Equity Incentive Incentive, shall be allocated the due date (determined without regard to extensions) for the filing of such Return). Parent also shall pay to New Fluor, together with such payment to New Fluor, interest on such Substituted Incentive Tax Benefit Amount calculated at the Base Rate from the Substituted Incentive Tax Benefit Date to the date of the payment hereunder. If, pursuant to an Audit Adjustment, a Tax Authority disallows a Tax Benefit claimed by the New Fluor Group on its Tax Returns with respect to the Satisfaction of such a New Fluor Substituted Equity Incentive, New Fluor shall be entitled to require Parent to seek to obtain the Tax Benefits attributable thereto pursuant to the provisions of Section 5.04(c), in which case Parent shall be obligated to pay to New Fluor the amount or value of any Tax Benefits obtained, together with interest, in accordance with the provisions of this Section 5.04(d)(vi)(B) and the foregoing provisions of this Section 5.04(d). The parties agree that if, pursuant to the foregoing provisions, Parent claims a Tax Benefit on behalf of New Fluor with respect to an unvested New Fluor Substituted Equity Incentive and subsequently such Tax Benefit is disallowed and recaptured to any extent by reason of a termination of employment by the holder of such Incentive prior to satisfaction of all or any portion of the applicable vesting requirement, the recaptured Tax Benefit shall be a Disallowed Tax Benefit subject to the provisions of Section 5.04(f)(i)(B). (C) In connection with its Satisfaction of any New Fluor Substituted Equity Incentive, New Fluor shall pay, make, withhold and/or deposit all employment and payroll Taxes and Tax withholdings as required under applicable Tax Laws. If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member which Satisfies of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the Satisfaction of a New Fluor Substituted Equity Incentive, or if a member of the Parent Group is otherwise required to pay employment or payroll Taxes with respect to a Satisfaction of a New Fluor Substituted Equity Incentive, then New Fluor shall reimburse Parent for the full amount of such employment and payroll Taxes paid by Parent, with such reimbursement to be made within three business days following New Fluor's receipt of demand therefor from Parent. (D) For purposes of this Section 5.04(d)(vi), the following definitions shall apply: