Common use of Miscellaneous Terms and Actions; Tax Reporting and Withholding Clause in Contracts

Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Separation Effective Time, the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Lithium Equity Plan”). Prior to the Distribution Effective Time, each of Parent and the Company shall take any actions necessary to give effect to the transactions contemplated by this ‎Article VIII, including, in the case of the Company, the reservation, issuance and listing of shares of Company Common Stock as is necessary to effectuate the transactions contemplated by this ‎Article VIII. From and after the Distribution Effective Time, (i) the Company shall retain the Lithium Equity Plan, and all Liabilities thereunder shall constitute Lithium Assumed Employee Liabilities, and (ii) Parent shall retain the Parent Equity Plan, and all Liabilities thereunder shall constitute Parent Retained Employee Liabilities. From and after the Distribution Effective Time, all Adjusted Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the Parent Equity Plan and shall be settled by Parent, and all Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Lithium Equity Plan and shall be settled by the Company. Notwithstanding anything to the contrary in this Agreement (including ‎Section 2.02 or ‎Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found., including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found., and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Adjusted Parent Awards that are converted into Lithium Awards pursuant to this ‎Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.

Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Separation Effective Time, the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Lithium Equity Plan”). Prior to the Distribution Effective Time, each of Parent and the Company shall take any actions necessary to give effect to the transactions contemplated by this ‎Article Article VIII, including, in the case of the Company, the reservation, issuance and listing of shares of Company Common Stock as is necessary to effectuate the transactions contemplated by this ‎Article Article VIII. From and after the Distribution Effective Time, (i) the Company shall retain the Lithium Equity Plan, and all Liabilities thereunder shall constitute Lithium Assumed Employee Liabilities, and (ii) Parent shall retain the Parent Equity Plan, and all Liabilities thereunder shall constitute Parent Retained Employee Liabilities. From and after the Distribution Effective Time, all Adjusted Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the Parent Equity Plan and shall be settled by Parent, and all Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Lithium Equity Plan and shall be settled by the Company. Notwithstanding anything to the contrary in this Agreement (including ‎Section Section 2.02 or ‎Section Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found.Section 8.04, including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found.Section 8.04, and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Adjusted Parent Awards that are converted into Lithium Awards pursuant to this ‎Article Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.

Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Separation Effective Time, the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Lithium Equity Plan”). Prior to the Distribution Effective Time, each of Parent and the Company shall take any actions necessary to give effect to the transactions contemplated by this ‎Article VIII, including, in the case of the Company, the reservation, issuance and listing of shares of Company Common Stock as is necessary to effectuate the transactions contemplated by this ‎Article VIII. From and after the Distribution Effective Time, (i) the Company shall retain the Lithium Equity Plan, and all Liabilities thereunder shall constitute Lithium Assumed Employee Liabilities, and (ii) Parent shall retain the Parent Equity Plan, and all Liabilities thereunder shall constitute Parent Retained Employee Liabilities. From and after the Distribution Effective Time, all Adjusted Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the Parent Equity Plan and shall be settled by Parent, and all Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Lithium Equity Plan and shall be settled by the Company. Notwithstanding anything to the contrary in this Agreement (including ‎Section 2.02 or ‎Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found.this ‎Article VIII, including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found.this ‎Article VIII, and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Adjusted Parent Awards that are converted into Lithium Awards pursuant to this ‎Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.

Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Separation Effective TimeDistribution Date, the Company Loyalty Ventures shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Lithium Loyalty Ventures Equity Plan”). Prior to the Distribution Effective TimeDate, each of Parent ADS and the Company Loyalty Ventures shall take any actions necessary to give effect to the transactions contemplated by this ‎Article VIIIArticle 8‎, including, in the case of the CompanyLoyalty Ventures, the reservation, issuance reservation and application for listing of shares of Company Loyalty Ventures Common Stock as is necessary to effectuate the transactions contemplated by this ‎Article VIII8. From and after the Distribution Effective TimeDate, (i) the Company Loyalty Ventures shall retain the Lithium Loyalty Ventures Equity Plan, and all Liabilities thereunder shall constitute Lithium Loyalty Ventures Assumed Employee Liabilities, and (ii) Parent ADS shall retain the Parent ADS Equity Plan, and all Liabilities thereunder shall constitute Parent ADS Retained Employee Liabilities. From and after the Distribution Effective TimeDate, all Adjusted Parent ADS Awards, regardless of by whom held, shall be granted under and subject to the terms of the Parent ADS Equity Plan and shall be settled by ParentADS, and all Lithium Loyalty Ventures Awards, regardless of by whom held, shall be granted under and subject to the terms of the Lithium Loyalty Ventures Equity Plan and shall be settled by the Company. Notwithstanding anything to the contrary in this Agreement (including ‎Section 2.02 or ‎Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not foundLoyalty Ventures., including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found., and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Adjusted Parent Awards that are converted into Lithium Awards pursuant to this ‎Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.

Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Separation Effective Time, the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Lithium Equity Plan”). Prior to the Distribution Effective Time, each of Parent and the Company shall take any actions necessary to give effect to the transactions contemplated by this ‎Article Article VIII, including, in the case of the Company, the reservation, issuance and listing of shares of Company Common Stock as is necessary to effectuate the transactions contemplated by this ‎Article Article VIII. From and after the Distribution Effective Time, (i) the Company shall retain the Lithium Equity Plan, and all Liabilities thereunder shall constitute Lithium Assumed Employee Liabilities, and (ii) Parent shall retain the Parent Equity Plan, and all Liabilities thereunder shall constitute Parent Retained Employee Liabilities. From and after the Distribution Effective Time, all Adjusted Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the Parent Equity Plan and shall be settled by Parent, and all Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Lithium Equity Plan and shall be settled by the Company. Notwithstanding anything to the contrary in this Agreement (including ‎Section Section 2.02 or ‎Section Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found.this Article VIII, including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found.this Article VIII, and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Adjusted Parent Awards that are converted into Lithium Awards pursuant to this ‎Article Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.. (b) From and after the Distribution Effective Time, for purposes of any Parent Participant’s Parent Awards converted into Lithium Awards pursuant to this Article VIII, (i) a Parent Participant’s employment with or service to the Parent Group shall be treated as employment with and service to the Lithium Group and (ii) any reference to “cause”, “good reason”, “disability”, “willful” or other similar terms applicable to such Lithium

Miscellaneous Terms and Actions; Tax Reporting and Withholding. (a) Effective as of the Separation Effective Time, the Company shall adopt an equity incentive compensation plan for the benefit of eligible participants (the “Lithium Equity Plan”). Prior to the Distribution Effective Time, each of Parent and the Company shall take any actions necessary to give effect to the transactions contemplated by this ‎Article Article VIII, including, in the case of the Company, the reservation, issuance and listing of shares of Company Common Stock as is necessary to effectuate the transactions contemplated by this ‎Article Article VIII. From and after the Distribution Effective Time, (i) the Company shall retain the Lithium Equity Plan, and all Liabilities thereunder shall constitute Lithium Assumed Employee Liabilities, and (ii) Parent shall retain the Parent Equity Plan, and all Liabilities thereunder shall constitute Parent Retained Employee Liabilities. From and after the Distribution Effective Time, all Adjusted Parent Awards, regardless of by whom held, shall be granted under and subject to the terms of the Parent Equity Plan and shall be settled by Parent, and all Lithium Awards, regardless of by whom held, shall be granted under and subject to the terms of the Lithium Equity Plan and shall be settled by the Company. Notwithstanding anything to the contrary in this Agreement (including ‎Section Section 2.02 or ‎Section Section 11.04), (i) each Parent Participant shall have third-party beneficiary rights with respect to his or her Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found.this Article VIII, including the right to bring any Action against the Company relating to or arising from such Lithium Awards and, other than pursuant to clause (ii) below, neither Parent nor any other member of the Parent Group shall have any right or remedy with respect to any Parent Participant’s Adjusted Parent Awards that are converted into Lithium Awards pursuant to Error! Reference source not found.this Article VIII, and (ii) any and all Actions brought by or on behalf of any Parent Participant, Lithium Participant (or any dependent or beneficiary thereof) or any other Person in respect of or relating to any Adjusted Parent Awards that are converted into Lithium Awards pursuant to this ‎Article Article VIII shall be the sole obligation and responsibility of the Company, and the Company shall indemnify, defend and hold the Parent Group harmless from and against any and all such Actions and any Liabilities related thereto.. (b) From and after the Distribution Effective Time, for purposes of any Parent Participant’s Parent Awards converted into Lithium Awards pursuant to this Article VIII, (i) a Parent Participant’s employment with or service to the Parent Group shall be treated as employment with and service to the Lithium Group and (ii) any reference to “cause”, “good reason”, “disability”, “willful” or other similar terms applicable to such Lithium 25 #90914078v33