Common use of For U Clause in Contracts

For U. S. taxpayers, it is the intent that the PSUs as set forth in this Award Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Code, and any ambiguities herein will be interpreted to so qualify or comply. Notwithstanding the foregoing, if it is determined that the PSUs fail to satisfy the requirements of the short-term deferral period exemption and are otherwise deferred compensation subject to Section 409A of the Code, and if you are a “specified employee” as of the date of your “separation from service” (as those terms are defined in the Plan or Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of your separation from service, but only if such delay in the issuance of the Shares is necessary to avoid the imposition of additional taxation on you in respect of the Shares under Section 409A of the Code. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Award Agreement as may be necessary to ensure that all payments provided for under this Award Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representation that the grant, vesting, or settlement of PSUs provided for under this Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement of PSUs provided for under this Award Agreement. The Company will have no liability to you or any other party if the PSUs, the delivery of Shares upon settlement of the PSUs or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Company with respect thereto.

For U. S. taxpayers, it is the intent that the PSUs RSUs as set forth in this Award Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Code, and any ambiguities herein will be interpreted to so qualify or comply. Notwithstanding the foregoing, if it is determined that the PSUs RSUs fail to satisfy the requirements of the short-term deferral period exemption and are otherwise deferred compensation subject to Section 409A of the Code, and if you are a “specified employee” as of the date of your “separation from service” (as those terms are defined in the Plan or Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of your separation from service, but only if such delay in the issuance of the Shares is necessary to avoid the imposition of additional taxation on you in respect of the Shares under Section 409A of the Code. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Award Agreement as may be necessary to ensure that all payments provided for under this Award Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representation that the grant, vesting, or settlement of PSUs RSUs provided for under this Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement of PSUs RSUs provided for under this Award Agreement. The Company will have no liability to you or any other party if the PSUsRSUs, the delivery of Shares upon settlement of the PSUs RSUs or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Company with respect thereto.

For U. S. taxpayersfederal income tax purposes, the Workflow Distribution (as defined in the Registration Statement and Prospectus) will qualify as a tax-free spin-off under Section 355 of the Internal Revenue Code (the "Code") and will be taxable under Section 355(e) of the Code. In addition to their opinions set forth above, Xxxxxx, Xxxxxx & Xxxxxxxxx shall include in its opinion the following statements. Because the primary purpose of its engagement was not to establish factual matters and because of the wholly or partially nonlegal character of many determinations involved in the preparation of the Registration Statement and the Prospectus, it is not passing upon and does not assume any responsibility for the intent accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus (except to the extent expressly set forth above) and makes no representation that it has independently checked, investigated or verified the accuracy, completeness or fairness of such statements (except as aforesaid). However, it met with and participated in conferences with representatives of the Company, representatives of the Underwriters, Underwriters' Counsel and representatives of the independent accountants for the Company, during which the contents of the Registration Statement and the Prospectus and related matters were discussed. Based on its participation in the above-mentioned conferences, its review of the documents described above, and relying as to materiality upon the opinions and statements of officers of the Company, it advises the Underwriters that nothing has come to its attention that causes it to believe that the PSUs as Registration Statement (other than the financial statements and notes thereto and supporting schedules and other financial and statistical data derived therefrom, set forth in this Award Agreement shall qualify for exemption from therein or comply with omitted therefrom, as to which no advice is given), at the requirements time it was declared effective by the Commission, contained an untrue statement of Section 409A of a material fact or omitted to state a material fact required to be stated therein or necessary to make the Code, and any ambiguities herein will be interpreted to so qualify statements therein not misleading or comply. Notwithstanding the foregoing, if it is determined that the PSUs fail Prospectus (other than the financial statements and notes thereto and supporting schedules and other financial and statistical data derived therefrom, set forth therein or omitted therefrom, as to satisfy the requirements of the short-term deferral period exemption and are otherwise deferred compensation subject to Section 409A of the Codewhich no advice is given), and if you are a “specified employee” as of the date of your “separation from service” (as those terms are defined the Prospectus, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the Plan or Section 409A light of the Code)circumstances under which they were made, then not misleading. Counsel rendering the issuance foregoing opinion may rely as to questions of law not involving the laws of the United States of America or the State of Delaware upon opinions of local counsel, and as to questions of fact upon representations or certificates of officers of the Company, and of government officials, in which case their opinion is to state that they are so relying and that they have no knowledge of any Shares that would otherwise material misstatement or inaccuracy in any such opinion, representation or certificate. Copies of any opinion, representation or certificate so relied upon shall be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of your separation from servicedelivered to you, but only if such delay in the issuance as Representatives of the Shares is necessary Underwriters, and to avoid the imposition of additional taxation on you in respect of the Shares under Section 409A of the Code. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Award Agreement as may be necessary to ensure that all payments provided for under this Award Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representation that the grant, vesting, or settlement of PSUs provided for under this Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement of PSUs provided for under this Award Agreement. The Company will have no liability to you or any other party if the PSUs, the delivery of Shares upon settlement of the PSUs or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Company with respect theretoUnderwriters' Counsel.

For U. S. taxpayers, it is the intent that the PSUs RSUs as set forth in this Award Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Code, and any ambiguities herein will be interpreted to so qualify or comply. Notwithstanding the foregoing, if it is determined that the PSUs RSUs fail to satisfy the requirements of the short-term deferral period exemption and are otherwise deferred compensation 4827-5735-1003.2 subject to Section 409A of the Code, and if you are a “specified employee” as of the date of your “separation from service” (as those terms are defined in the Plan or Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of your separation from service, but only if such delay in the issuance of the Shares is necessary to avoid the imposition of additional taxation on you in respect of the Shares under Section 409A of the Code. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Award Agreement as may be necessary to ensure that all payments provided for under this Award Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representation that the grant, vesting, or settlement of PSUs RSUs provided for under this Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement of PSUs RSUs provided for under this Award Agreement. The Company will have no liability to you or any other party if the PSUsRSUs, the delivery of Shares upon settlement of the PSUs RSUs or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Company with respect thereto.

For U. S. taxpayers, it is the intent that the payment of PSUs as set forth in this Award Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Code, and any ambiguities herein will be interpreted to so qualify or comply. Notwithstanding the foregoing, if it is determined that the PSUs fail to satisfy the requirements of the shortShort-term deferral period Term Deferral Period exemption and are otherwise deferred compensation subject to Section 409A of the Code, and if you are a “"specified employee” " (as defined under Section 409A(a)(2)(B)(i) of the Code) as of the date of your “"separation from service” " (as those terms are defined in the Plan or under Treasury Regulation Section 409A of the Code1.409A-1(h)), then the issuance of any Shares shares of Stock that would otherwise be made upon the date of your separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of your separation from service, but only if such delay in the issuance of the Shares shares is necessary to avoid the imposition of additional taxation on you in respect of the Shares shares under Section 409A of the Code. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Award Agreement as may be necessary to ensure that all payments provided for under this Award Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however, that the Company makes no representation that the grant, vesting, or settlement payment of PSUs provided for under this Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement payment of PSUs provided for under this Award Agreement. The Company will have no liability to you or any other party if the PSUsPSU Award, the delivery of Shares shares of Stock upon settlement payment of the PSUs PSU Award or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant or for any action taken by the Company with respect thereto.