Common use of Settlement; Tax Reporting and Withholding Clause in Contracts

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e), after the Effective Time, (A) stock-settled Adjusted Xxxxxxx Controls Awards, regardless of by whom held, shall be settled by Xxxxxxx Controls, and stock-settled Adient Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by Adient. (ii) Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient Awards, Adient shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Adient Group Employee. Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held), Xxxxxxx Controls shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Xxxxxxx Controls Group Employee or Former Employee and for ensuring the collection and remittance in cash of employee withholding taxes to the Adient Group with respect to each Adient Group Employee (with Adient Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Adient Group Employees to the applicable Governmental Authority). Following the Effective Time, Xxxxxxx Controls shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees, and Adient shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Awards and Adient Awards held by Adient Group Employees. (iii) Adient shall be responsible for the settlement of cash dividend equivalents on any Adjusted Xxxxxxx Controls Awards or Adient Awards held by an Adient Group Employee. Prior to the date any such settlement is due, Xxxxxxx Controls shall pay Adient in cash amounts required to settle (A) any dividend equivalents with respect to any stock-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and (B) any dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group Employees. Xxxxxxx Controls shall be responsible for the settlement of cash dividend equivalents on any Adjusted Xxxxxxx Controls Awards held by a Xxxxxxx Controls Group Employee or Former Employee. (iv) Following the Effective Time, if any stock-settled Adjusted Xxxxxxx Controls Award held by an Adient Group Employee shall fail to become vested, such Adjusted Xxxxxxx Controls Award shall be forfeited to Xxxxxxx Controls.

Settlement; Tax Reporting and Withholding. (iA) Except as otherwise provided in this Section 4.02(e4.01(g), after the Effective Time, (A) Pentair shall settle stock-settled Adjusted Xxxxxxx Controls Pentair Equity Awards, regardless of by whom held and nVent shall settle stock-settled nVent Equity Awards, regardless of by whom held. If any individual holding an Adjusted Pentair Equity Award or an Electric Equity Award made a deferral election with respect to any such award under the Pentair Non-Qualified Deferred Compensation Plan (which election, if made by an Electric Group Employee, shall be settled by Xxxxxxx Controlscarryover to the Electric Non-Qualified Deferred Compensation Plan), then to the extent such deferral election is effective, Pentair may direct that Electric issue Electric Ordinary Shares in respect of such an Electric Equity Award to the Pentair Non-Qualified Plan Trust and stockElectric may direct that Pentair issue Pentair Ordinary Shares in respect of such Pentair Equity Award to the Electric Non-settled Adient Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientQualified Plan Trust. (iiB) Upon the vesting or settlement of any cashstock-settled Adjusted Xxxxxxx Controls nVent Equity Awards held (regardless of by Adient Group Employees and any Adient Awardswhom held), Adient nVent shall be solely responsible for (1) ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Adient nVent Group Employee and Transferred Director and (2) ensuring the collection and remittance in cash of all withholding taxes to the Pentair Group with respect to each Pentair Group Employee. , Former Pentair Group Employee and Pentair Director (with the Pentair Group being responsible for remittance of the applicable taxes and payment and remittance of the applicable employer taxes relating to such individuals to the applicable Governmental Authority), subject to the terms of the Transition Services Agreement. (C) Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Pentair Equity Awards (regardless of by whom held), Xxxxxxx Controls Pentair shall be solely responsible for (1) ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Xxxxxxx Controls Pentair Group Employee, Former Pentair Group Employee or Former Employee and for Pentair Director and (2) ensuring the collection and remittance in cash of employee all withholding taxes to the Adient nVent Group with respect to each Adient nVent Group Employee and Transferred Director (with Adient nVent Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Adient Group Employees such individuals to the applicable Governmental Authority). . (D) Following the Effective Time, Xxxxxxx Controls Pentair shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Pentair Equity Awards and nVent Equity Awards held by Xxxxxxx Controls Pentair Group Employees, Former Pentair Group Employees and Former EmployeesPentair Directors, and Adient nVent shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Pentair Equity Awards and Adient nVent Equity Awards held by Adient nVent Group EmployeesEmployees and Transferred Directors, subject to the terms of the Transition Services Agreement. (iiiE) Adient nVent shall be responsible for the settlement payment of cash cash-settled dividend equivalents on any Adjusted Xxxxxxx Controls Pentair Equity Awards or Adient nVent Equity Awards held by an Adient nVent Group EmployeeEmployee or Transferred Director. Prior to the date any such settlement payment is due, Xxxxxxx Controls Pentair shall pay Adient nVent in cash amounts required to settle pay (A1) any dividend equivalents with respect to any stock-settled Adjusted Xxxxxxx Controls Pentair Equity Awards held by Adient nVent Group Employees and (B2) any dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient nVent Equity Awards held by Adient nVent Group Employees. Xxxxxxx Controls Employees or Transferred Directors. (F) Pentair shall be responsible for the settlement payment of cash cash-settled dividend equivalents on any Adjusted Xxxxxxx Controls Pentair Equity Awards or nVent Equity Awards held by a Xxxxxxx Controls Pentair Group Employee or Former Employee. Prior to the date any such settlement is due, nVent shall pay Pentair in cash amounts required to pay any dividend equivalents accrued after the Effective Time with respect to any stock-settled nVent Equity Awards held by Pentair Group Employees or Former Pentair Group Employees. (ivG) Following the Effective Time, (1) if any stock-settled Adjusted Xxxxxxx Controls Pentair Equity Award held by an Adient nVent Group Employee shall fail to become vested, such Adjusted Xxxxxxx Controls Pentair Equity Award shall be forfeited to Xxxxxxx ControlsPentair, and (2) if any stock-settled nVent Equity Award held by a Pentair Group Employee or Former Employee shall fail to become vested, such nVent Equity Award shall be forfeited to nVent.

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e)4.02(h) or Section 6.01, after the Effective Time, (A) stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Awards, regardless of by whom held, shall be settled by Xxxxxxx ControlsParent, and stock-settled Adient SpinCo Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientSpinCo. (ii) Upon the vesting vesting, payment or settlement settlement, as applicable, of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient SpinCo Awards, Adient SpinCo shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Adient SpinCo Group Employee. Upon Employee or Former SpinCo Group Employee and for ensuring the vesting collection and remittance of applicable employee withholding Taxes to the Parent Group with respect to each Parent Group Employee or settlement Former Parent Group Employee (with Parent Group being responsible for remittance of any cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Parent Group Employees and Former Parent Group Employees and any stockto the applicable Governmental Authority). Upon the vesting, payment or settlement, as applicable, of Post-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held)Separation Parent Awards, Xxxxxxx Controls Parent shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Xxxxxxx Controls Parent Group Employee or Former Parent Group Employee and for ensuring the collection and remittance in cash of applicable employee withholding taxes Taxes to the Adient SpinCo Group with respect to each Adient SpinCo Group Employee or Former SpinCo Group Employee (with Adient SpinCo Group being responsible for remittance of the applicable employee taxes Taxes and payment and remittance of the applicable employer taxes Taxes relating to Adient SpinCo Group Employees and Former SpinCo Group Employees to the applicable Governmental Authority). Following the Effective Time, Xxxxxxx Controls Parent shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards and SpinCo Awards held by Xxxxxxx Controls Parent Group Employees, Former Parent Group Employees and Former Employeesindividuals who are or were Parent non-employee directors, and Adient SpinCo shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards and Adient SpinCo Awards held by Adient SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (iii) Adient SpinCo shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Awards Post-Separation Parent Restricted Stock Award or Adient Awards SpinCo Restricted Stock Award held by an Adient Group Employeea Transferred Director. Prior to the date any such settlement is due, Xxxxxxx Controls Parent shall pay Adient SpinCo in cash amounts required to settle (A) any dividends or dividend equivalents with respect to any stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Restricted Stock Awards held by Adient Group Employees and (B) any dividends or dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group EmployeesSpinCo Restricted Stock Awards. Xxxxxxx Controls Parent shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Post-Separation Parent Restricted Stock Awards or SpinCo Restricted Stock Awards held by a Xxxxxxx Controls Group Employee non-employee director of Parent. Prior to the date any such settlement is due, SpinCo shall pay Parent in cash amounts required to settle any dividends or Former Employeedividend equivalents accrued following the Effective Time with respect to SpinCo Restricted Stock Awards. For the avoidance of doubt, the term “dividend equivalents” shall not include any dividend equivalents that are deemed reinvested in SpinCo Shares or Parent Shares, consistent with the practice with respect to the applicable award prior to the Separation, and Parent or SpinCo, as applicable, shall adjust the number of shares subject to the applicable Post-Separation Parent Award or SpinCo Award, as applicable, to reflect such deemed reinvestment in the manner set forth in the applicable award agreement. (iv) Following the Effective Time, if any stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Award held by an Adient a SpinCo Group Employee, Former SpinCo Group Employee or Transferred Director shall fail to become vested, such Adjusted Xxxxxxx Controls Post-Separation Parent Award shall be forfeited to Xxxxxxx ControlsParent, and if any SpinCo Award held by a Parent Group Employee, Former Parent Group Employee or non-employee director of Parent shall fail to become vested, such SpinCo Award shall be forfeited to SpinCo.

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e4.02(d), after the Effective Time, (A) stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Awards, regardless of by whom held, shall be settled by Xxxxxxx ControlsParent, and stock-settled Adient Varex Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientVarex. (ii) Upon the vesting vesting, payment or settlement settlement, as applicable, of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient Varex Awards, Adient Varex shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Adient Group Varex Employee. Upon the vesting vesting, payment or settlement settlement, as applicable, of any cashPost-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held)Separation Parent Awards, Xxxxxxx Controls Parent shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Xxxxxxx Controls Group Parent Employee or Former Employee and for ensuring the collection and remittance in cash of employee withholding taxes to the Adient Group with respect to each Adient Group Employee (with Adient Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Adient Group Employees to the applicable Governmental Authority)Employee. Following the Effective Time, Xxxxxxx Controls Parent shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards held by Xxxxxxx Controls Group Parent Employees, Former Employees and Former Employeesindividuals who are or were Parent non-employee directors, and Adient Varex shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Awards and Adient Varex Awards held by Adient Group EmployeesVarex Employees and Transferred Directors. (iii) Adient Varex shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Awards or Adient Awards Varex RSU Award held by an Adient Group Employeea Varex Employee or Transferred Director. Prior to the date any such settlement is due, Xxxxxxx Controls Parent shall pay Adient Varex in cash amounts required to settle (A) any dividend equivalents with respect to any stock-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and (B) any dividends or dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group Employeessuch Varex RSU Awards. Xxxxxxx Controls Parent shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Post-Separation Parent RSU Awards or Post-Separation Parent PSU Awards held by a Xxxxxxx Controls Group Parent Employee, Former Employee or Former Employeenon-employee director of Parent. For the avoidance of doubt, the term “dividend equivalents” shall not include any dividend equivalents that are deemed reinvested in Varex Shares or Parent Shares, consistent with the practice with respect to the applicable award prior to the Separation, and Parent or Varex, as applicable, shall adjust the number of shares subject to the applicable Post-Separation Parent Award or Varex Award, as applicable, to reflect such deemed reinvestment in the manner set forth in the applicable award agreement. (iv) Following the Effective Time, if any stock-settled Adjusted Xxxxxxx Controls Award held by an Adient Group Employee shall fail to become vested, such Adjusted Xxxxxxx Controls Award shall be forfeited to Xxxxxxx Controls.

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e)4.02(j) or Article VI, after the Effective Time, (A) stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Awards, regardless of by whom held, shall be settled by Xxxxxxx ControlsParent, and stock-settled Adient SpinCo Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientSpinCo. (ii) Upon the vesting vesting, payment or settlement settlement, as applicable, of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient SpinCo Awards, Adient SpinCo shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Adient SpinCo Employee or Former SpinCo Employee, as applicable, and for ensuring the collection and remittance of applicable employee withholding Taxes to the Parent Group with respect to each Parent Employee or Former Parent Employee, as applicable (with Parent Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Parent Employees and Former Parent Employees to the applicable Governmental Authority). Upon the vesting vesting, payment or settlement settlement, as applicable, of any cashPost-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held)Separation Parent Awards, Xxxxxxx Controls Parent shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Xxxxxxx Controls Group Parent Employee or Former Employee Parent Employee, as applicable, and for ensuring the collection and remittance in cash of applicable employee withholding taxes Taxes to the Adient SpinCo Group with respect to each Adient Group SpinCo Employee or Former SpinCo Employee, as applicable (with Adient SpinCo Group being responsible for remittance of the applicable employee taxes Taxes and payment and remittance of the applicable employer taxes Taxes relating to Adient Group SpinCo Employees and Former SpinCo Employees to the applicable Governmental Authority). Following the Effective Time, Xxxxxxx Controls Parent shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards held by Xxxxxxx Controls Group Employees and Former Parent Employees, Former Parent Employees (as applicable) and Adient individuals who are or were Parent Non-Employee Directors (other than Transferred Directors), and SpinCo shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Awards and Adient SpinCo Awards held by Adient Group SpinCo Employees, Former SpinCo Employees and Transferred Directors. (iii) Adient SpinCo shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Awards Post-Separation Parent Award or Adient Awards SpinCo Award held by an Adient Group a SpinCo Employee, Former SpinCo Employee or Transferred Director. Prior to the date any such settlement is due, Xxxxxxx Controls Parent shall pay Adient SpinCo in cash amounts required to settle (A) any dividends or dividend equivalents with respect to any stockPost-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and (B) any dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group EmployeesSeparation Parent Awards. Xxxxxxx Controls Parent shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Post-Separation Parent Awards or SpinCo Awards held by a Xxxxxxx Controls Group Parent Employee, Former Parent Employee or Former Employeeindividual who is or was a Parent Non-Employee Director (other than a Transferred Director). Prior to the date any such settlement is due, SpinCo shall pay Parent in cash amounts required to settle any dividends or dividend equivalents accrued following the Effective Time with respect to SpinCo Awards. For the avoidance of doubt, the term “dividend equivalents” shall not include any dividend equivalents that are deemed reinvested in SpinCo Shares or Parent Shares, consistent with the practice with respect to the applicable award prior to the Separation, and Parent or SpinCo, as applicable, shall adjust the number of shares subject to the applicable Post-Separation Parent Award or SpinCo Award, as applicable, to reflect such deemed reinvestment in the manner set forth in the applicable award agreement. (iv) Following the Effective Time, if any stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Award held by an Adient Group Employee shall fail to become vested, such Adjusted Xxxxxxx Controls Post-Separation Parent Award shall be forfeited to Xxxxxxx ControlsParent, and if any SpinCo Award shall fail to become vested, such SpinCo Award shall be forfeited to SpinCo.

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e4.02(f), after the Effective Time, (A) stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Awards, regardless of by whom held, shall be settled by Xxxxxxx ControlsParent, and stock-settled Adient SpinCo Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientSpinCo. (ii) Upon the vesting vesting, payment or settlement settlement, as applicable, of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient SpinCo Awards, Adient SpinCo shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Adient SpinCo Group EmployeeEmployee and for ensuring the collection and remittance of applicable employee withholding Taxes to the Parent Group with respect to each Parent Group Employee (with Parent Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Parent Group Employees to the applicable Governmental Authority). Upon the vesting vesting, payment or settlement settlement, as applicable, of any cashPost-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held)Separation Parent Awards, Xxxxxxx Controls Parent shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Xxxxxxx Controls Parent Group Employee or Former Employee and for ensuring the collection and remittance in cash of applicable employee withholding taxes Taxes to the Adient SpinCo Group with respect to each Adient SpinCo Group Employee (with Adient SpinCo Group being responsible for remittance of the applicable employee taxes Taxes and payment and remittance of the applicable employer taxes Taxes relating to Adient SpinCo Group Employees to the applicable Governmental Authority). Following the Effective Time, Xxxxxxx Controls Parent shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards and SpinCo Awards held by Xxxxxxx Controls Parent Group Employees and Former Employees, Former Employees (as applicable) and Adient individuals who are or were Parent nonemployee directors, and SpinCo shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards and Adient SpinCo Awards held by Adient SpinCo Group EmployeesEmployees and Transferred Directors. (iii) Adient shall be responsible for the settlement of cash dividend equivalents on any Adjusted Xxxxxxx Controls Awards or Adient Awards held by an Adient Group Employee. Prior to the date any such settlement is due, Xxxxxxx Controls shall pay Adient in cash amounts required to settle (A) any dividend equivalents with respect to any stock-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and (B) any dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group Employees. Xxxxxxx Controls shall be responsible for the settlement of cash dividend equivalents on any Adjusted Xxxxxxx Controls Awards held by a Xxxxxxx Controls Group Employee or Former Employee. (iv) Following the Effective Time, if any stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Award held by an Adient a SpinCo Group Employee or Transferred Director shall fail to become vested, such Adjusted Xxxxxxx Controls Post-Separation Parent Award shall be forfeited to Xxxxxxx ControlsParent, and if any SpinCo Award held by a Parent Group Employee or nonemployee director of Parent shall fail to become vested, such SpinCo Award shall be forfeited to SpinCo.

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e)4.02(i) or Article VI, after the Effective Time, (A) stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Awards, regardless of by whom held, shall be settled by Xxxxxxx ControlsParent, and stock-settled Adient SpinCo Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientSpinCo. (ii) Upon the vesting vesting, payment or settlement settlement, as applicable, of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient SpinCo Awards, Adient SpinCo shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Adient SpinCo Group Employee. Upon Employee or Former SpinCo Group Employee and for ensuring the vesting collection and remittance of applicable employee withholding Taxes to the Parent Group with respect to each Parent Group Employee or settlement Former Parent Group Employee (with Parent Group being responsible for remittance of any cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Parent Group Employees and Former Parent Group Employees and any stockto the applicable Governmental Authority). Upon the vesting, payment or settlement, as applicable, of Post-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held)Separation Parent Awards, Xxxxxxx Controls Parent shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Xxxxxxx Controls Parent Group Employee or Former Parent Group Employee and for ensuring the collection and remittance in cash of applicable employee withholding taxes Taxes to the Adient SpinCo Group with respect to each Adient SpinCo Group Employee or Former SpinCo Group Employee (with Adient SpinCo Group being responsible for remittance of the applicable employee taxes Taxes and payment and remittance of the applicable employer taxes Taxes relating to Adient SpinCo Group Employees and Former SpinCo Group Employees to the applicable Governmental Authority). Following the Effective Time, Xxxxxxx Controls Parent shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards and SpinCo Awards held by Xxxxxxx Controls Parent Group Employees, Former Parent Group Employees and Former EmployeesParent Non-Employee Directors (other than Transferred Directors), and Adient SpinCo shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards and Adient SpinCo Awards held by Adient SpinCo Group Employees., Former SpinCo Group Employees and Transferred Directors. Parent shall seek the cooperation of Gannett Co., Inc. under the Employee Matters Agreement by and between Parent (formerly known as Gannett Co., Inc.) and Gannett Co., Inc. (formerly known as Gannett SpinCo, Inc.), dated as of June 26, 2015 (the “Gannett EMA”), with respect to the collection and remittance of applicable employee withholding Taxes and income Tax reporting in respect of SpinCo Awards held by current or former employees or directors of Gannett Co., Inc. (iii) Adient SpinCo shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Awards Post-Separation Parent Restricted Stock Award or Adient Awards SpinCo Restricted Stock Award held by an Adient Group Employeea Transferred Director. Prior to the date any such settlement is due, Xxxxxxx Controls Parent shall pay Adient SpinCo in cash amounts required to settle (A) any dividends or dividend equivalents with respect to any stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Restricted Stock Awards held by Adient Group Employees and (B) any dividends or dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group EmployeesSpinCo Restricted Stock Awards. Xxxxxxx Controls Parent shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Post-Separation Parent Restricted Stock Awards or SpinCo Restricted Stock Awards held by a Xxxxxxx Controls Group Parent Non-Employee Director (other than any Transferred Director). Prior to the date any such settlement is due, SpinCo shall pay Parent in cash amounts required to settle any dividends or Former Employeedividend equivalents accrued following the Effective Time with respect to SpinCo Restricted Stock Awards. For the avoidance of doubt, the term “dividend equivalents” shall not include any dividend equivalents that are deemed reinvested in SpinCo Shares or Parent Shares, consistent with the practice with respect to the applicable award prior to the Separation, and Parent or SpinCo, as applicable, shall adjust the number of shares subject to the applicable Post-Separation Parent Award or SpinCo Award, as applicable, to reflect such deemed reinvestment in the manner set forth in the applicable award agreement. (iv) Following the Effective Time, if any stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Award held by an Adient Group Employee shall fail to become vested, such Adjusted Xxxxxxx Controls Post-Separation Parent Award shall be forfeited to Xxxxxxx ControlsParent, and if any SpinCo Award shall fail to become vested, such SpinCo Award shall be forfeited to SpinCo.

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e), after the Effective Time, (A) stock-settled Adjusted Xxxxxxx Controls Autoliv Awards, regardless of by whom held, shall be settled by Xxxxxxx ControlsAutoliv, and stock-settled Adient Veoneer Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientVeoneer. (ii) Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Autoliv Awards held by Adient Group Employees and any Adient Veoneer Awards, Adient Veoneer shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Adient Veoneer Group EmployeeEmployee and Former Veoneer Group Employees. Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Autoliv Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held)Veoneer Awards, Xxxxxxx Controls Autoliv shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Xxxxxxx Controls Autoliv Group Employee or and Former Employee and for ensuring the collection and remittance in cash of employee withholding taxes to the Adient Autoliv Group with respect to each Adient Group Employee (with Adient Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Adient Group Employees to the applicable Governmental Authority)Employees. Following the Effective Time, Xxxxxxx Controls Autoliv shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Autoliv Awards held by Xxxxxxx Controls Autoliv Group Employees and Former Autoliv Group Employees, and Adient Veoneer shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Autoliv Awards and Adient Veoneer Awards held by Adient Veoneer Group Employees and Former Veoneer Group Employees, except as may be modified pursuant to Section 3.01(e). (iii) Adient shall be responsible for the settlement of cash dividend equivalents on any Adjusted Xxxxxxx Controls Awards or Adient Awards held by an Adient Group Employee. Prior to the date any such settlement is due, Xxxxxxx Controls shall pay Adient in cash amounts required to settle (A) any dividend equivalents with respect to any stock-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and (B) any dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group Employees. Xxxxxxx Controls shall be responsible for the settlement of cash dividend equivalents on any Adjusted Xxxxxxx Controls Awards held by a Xxxxxxx Controls Group Employee or Former Employee. (iv) Following the Effective Time, if any stock-settled Adjusted Xxxxxxx Controls Autoliv Award held by an Adient Group Employee or Veoneer Award shall fail to become vested, such Adjusted Xxxxxxx Controls Autoliv Award or Veoneer Award shall be forfeited to Xxxxxxx ControlsAutoliv or Veoneer, respectively.

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e4.02(f), after the Effective Time, (A) stockPost-settled Adjusted Xxxxxxx Controls Separation CIT Awards, regardless of by whom held, shall be settled by Xxxxxxx ControlsCIT, and stock-settled Adient C2 Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientC2. (ii) Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient Awards, Adient shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Adient Group Employee. Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held), Xxxxxxx Controls shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Xxxxxxx Controls Group Employee or Former Employee and for ensuring the collection and remittance in cash of employee withholding taxes to the Adient Group with respect to each Adient Group Employee (with Adient Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Adient Group Employees to the applicable Governmental Authority). Following the Effective Time, Xxxxxxx Controls CIT shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation CIT Awards and C2 Awards held by Xxxxxxx Controls Group Employees and Former Employeesindividuals who are or were CIT non-employee directors (other than Transferred Directors), and Adient C2 shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation CIT Awards and Adient C2 Awards held by Adient Group EmployeesTransferred Directors provided that with respect to Post-Separation CIT Option Awards CIT shall be responsible for all income Tax reporting held by Transferred Directors. (iii) Adient C2 shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Post-Separation CIT Awards or Adient C2 Awards held by an Adient a C2 Group EmployeeEmployee or Transferred Director, as applicable. Prior to the date any such settlement is due, Xxxxxxx Controls CIT shall pay Adient C2 in cash amounts required to settle (A) any dividends or dividend equivalents with respect to any stockPost-settled Adjusted Xxxxxxx Controls Separation CIT Awards held by Adient Group Employees and (B) any dividends or dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group EmployeesC2 Awards. Xxxxxxx Controls CIT shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Post-Separation CIT Awards or C2 Awards held by a Xxxxxxx Controls CIT Group Employee, Former CIT Group Employee, Former C2 Group Non-U.S. Employee or Former Employeenon-employee director of CIT (other than a Transferred Director), as applicable. Prior to the date any such settlement is due, C2 shall pay CIT in cash amounts required to settle any dividends or dividend equivalents accrued following the Effective Time with respect to C2 Awards. For the avoidance of doubt, the term “dividend equivalents” shall not include any dividend equivalents that are deemed reinvested in C2 Shares or CIT Shares, consistent with the practice with respect to the applicable award prior to the Separation, and CIT or C2, as applicable, shall adjust the number of shares subject to the applicable Post-Separation CIT Award or C2 Award, as applicable, to reflect such deemed reinvestment in the manner set forth in the applicable award agreement. (iv) Following the Effective Time, if any stockPost-settled Adjusted Xxxxxxx Controls Separation CIT Award held by an Adient Group Employee Transferred Director shall fail to become vested, such Adjusted Xxxxxxx Controls Post-Separation CIT Award shall be forfeited to Xxxxxxx ControlsCIT, and if any C2 Award held by a non-employee director of CIT shall fail to become vested, such C2 Award shall be forfeited to C2.

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e), after the Effective Time, (A) stock-settled Adjusted Xxxxxxx Controls Awards, regardless of by whom held, shall be settled by Xxxxxxx Controls, and stock-settled Adient Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by Adient. (ii) Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient Awards, Adient shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Adient Group Employee. Upon the vesting or settlement of any cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held), Xxxxxxx Controls shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Xxxxxxx Controls Group Employee or Former Employee and for ensuring the collection and remittance in cash of employee withholding taxes to the Adient Group with respect to each Adient Group Employee (with Adient Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Adient Group Employees to the applicable Governmental Authority). Following the Effective Time, Xxxxxxx Controls shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees, and Adient shall be responsible for all income tax reporting in respect of Adjusted Xxxxxxx Controls Awards and Adient Awards held by Adient Group Employees. (iii) Adient shall be responsible for the settlement of cash dividend equivalents on any Adjusted Xxxxxxx Controls Awards or Adient Awards held by an Adient Group Employee. Prior to the date any such settlement is due, Xxxxxxx Controls shall pay Adient in cash amounts required to settle (A) any dividend equivalents with respect to any stock-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and (B) any dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group Employees. Xxxxxxx Controls shall be responsible for the settlement of cash dividend equivalents on any Adjusted Xxxxxxx Controls Awards held by a Xxxxxxx Controls Group Employee or Former Employee. (iv) Following the Effective Time, if any stock-settled Adjusted Xxxxxxx Controls Award held by an Adient Group Employee shall fail to become vested, such Adjusted Xxxxxxx Controls Award shall be forfeited to Xxxxxxx Controls.Group

Settlement; Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(e), after the Effective Time, (A) stockPost-settled Adjusted Xxxxxxx Controls Separation Parent Awards, regardless of by whom held, shall be settled by Xxxxxxx ControlsParent, and stock-settled Adient Varex Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees shall be settled by Xxxxxxx Controls, and cash-settled Adjusted Xxxxxxx Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by AdientVarex. (ii) Upon the vesting vesting, payment or settlement settlement, as applicable, of any cash-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and any Adient Varex Awards, Adient Varex shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Adient Varex Employee and for ensuring the collection and remittance of applicable employee withholding Taxes to the Parent Group Employeewith respect to each Former Employee (with Parent Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Former Employees to the applicable Governmental Authority). Upon the vesting vesting, payment or settlement settlement, as applicable, of any cashPost-settled Adjusted Xxxxxxx Controls Awards held by Xxxxxxx Controls Group Employees and Former Employees and any stock-settled Adjusted Xxxxxxx Controls Awards (regardless of by whom held)Separation Parent Awards, Xxxxxxx Controls Parent shall be solely responsible for ensuring the satisfaction of all applicable tax Tax withholding requirements on behalf of each Xxxxxxx Controls Group Parent Employee or Former Employee and for ensuring the collection and remittance in cash of employee withholding taxes to the Adient Group with respect to each Adient Group Employee (with Adient Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Adient Group Employees to the applicable Governmental Authority)Employee. Following the Effective Time, Xxxxxxx Controls Parent shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Post-Separation Parent Awards and Varex Awards held by Xxxxxxx Controls Group Parent Employees, Former Employees and Former Employeesindividuals who are or were Parent non-employee directors, and Adient Varex shall be responsible for all income tax Tax reporting in respect of Adjusted Xxxxxxx Controls Awards and Adient Varex Awards held by Adient Group EmployeesVarex Employees and Transferred Directors. (iii) Adient Varex shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Awards or Adient Awards Varex RSU Award held by an Adient Group Employeea Varex Employee or Transferred Director. Prior to the date any such settlement is due, Xxxxxxx Controls Parent shall pay Adient Varex in cash amounts required to settle (A) any dividend equivalents with respect to any stock-settled Adjusted Xxxxxxx Controls Awards held by Adient Group Employees and (B) any dividends or dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group Employeessuch Varex RSU Awards. Xxxxxxx Controls Parent shall be responsible for the settlement of cash dividends or dividend equivalents on any Adjusted Xxxxxxx Controls Post-Separation Parent RSU Awards, Varex RSU Awards or Post-Separation Parent PSU Awards held by a Xxxxxxx Controls Group Parent Employee, Former Employee or Former Employeenon-employee director of Parent. Prior to the date any such settlement is due, Varex shall pay Parent in cash amounts required to settle any dividends or dividend equivalents accrued following the Effective Time with respect to such Varex RSU Awards. For the avoidance of doubt, the term “dividend equivalents” shall not include any dividend equivalents that are deemed reinvested in Varex Shares or Parent Shares, consistent with the practice with respect to the applicable award prior to the Separation, and Parent or Varex, as applicable, shall adjust the number of shares subject to the applicable Post-Separation Parent Award or Varex Award, as applicable, to reflect such deemed reinvestment in the manner set forth in the applicable award agreement. (iv) Following the Effective Time, if any stock-settled Adjusted Xxxxxxx Controls Varex Award held by an Adient Group a Former Employee shall fail to become vested, such Adjusted Xxxxxxx Controls Varex Award shall be forfeited to Xxxxxxx ControlsVarex.