Common use of Tax Deductions Clause in Contracts

Tax Deductions. With respect to the Equity Compensation held by individuals who are RRD Employees or RRD directors at the time the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD shall claim any federal, state and/or local Tax deductions after the Final Separation Date, and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC shall claim any federal, state and/or local Tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether as a result of a determination by the Internal Revenue Service, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction shall pay to the other party an amount that places the other Party in a financial position equivalent to the financial position the Party would have been in had the Party received the deduction as intended under this Section 6.12. Such amount shall be paid within ninety (90) days of filing the last Tax return necessary to make the determination described in the preceding sentence.

Tax Deductions. With respect to the Equity Compensation held by individuals who are RRD Employees or RRD directors Altria Group employees at the time the Equity Compensation becomes Taxable taxable and individuals who are Former RRD Employees not employees of the PMI Group or Non-PMI Group at such timetime but were last employees of the Altria Group, RRD Altria shall claim any federal, state and/or local Tax tax deductions after the Final Separation Distribution Date, and LSC and Donnelley Financial PMI shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors employees of the PMI Group at the time the Equity Compensation becomes Taxable taxable and individuals who are Former LSC Employees not employees of the PMI Group or Non-PMI Group at such timetime but were last employees of the PMI Group, LSC PMI shall claim any federal, state and/or local Tax tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD Altria shall not claim such deductions. If any of RRD, LSC either Altria or Donnelley Financial PMI determines in its reasonable judgement judgment that there is a substantial likelihood that a Tax tax deduction that was assigned to RRD, LSC Altria or Donnelley Financial PMI pursuant to this Section 6.12 5.7(c) will instead be available only to another of the Parties other party (whether as a result of a determination by the Internal Revenue Service, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party party and all Parties both parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party party entitled to the deduction shall pay to the other party an amount that places the other Party party in a financial position equivalent to the financial position the Party party would have been in had the Party party received the deduction as intended under this Section 6.125.7(c). Such amount shall be paid within ninety (90) 90 days of filing the last Tax tax return necessary to make the determination described in the preceding sentence.

Tax Deductions. With respect Notwithstanding anything to the Equity Compensation held by individuals who are RRD Employees contrary in this Agreement, unless the IRS issues a contrary private letter ruling to Conexant or RRD directors at Mindspeed, or Conexant and Mindspeed otherwise agree in writing, (i) the time Conexant Tax Group (and not the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD Mindspeed Tax Group) shall claim any federal, state and/or local Post-Distribution Date Tax deductions after in respect of Conexant Common Stock Options exercised by, or Conexant Restricted Shares held by, Conexant Group Employees and Former Employees, (ii) the Final Separation Date, Conexant Tax Group (and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC Mindspeed Tax Group) shall claim any federal, state and/or local Post-Distribution Date Tax deductions after in respect of Mindspeed Common Stock Options exercised by, or Mindspeed Restricted Shares held by, Conexant Group Employees and Former Employees and Conexant shall pay to Mindspeed the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether amount received as a result of a determination any Tax benefit realized in respect of such Tax deductions within ten days after such amount is Actually Realized by Conexant, (iii) the Internal Revenue Service, a change Mindspeed Tax Group (and not the Conexant Tax Group) shall claim any Post-Distribution Date Tax deductions in the Code or the regulations or guidance thereunderrespect of Conexant Common Stock Options exercised by, or otherwise)Conexant Restricted Shares held by, it will notify the other Party Mindspeed Group Employees and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction Former Employees and Mindspeed shall pay to Conexant the other party an amount that places received as a result of any Tax benefit realized in respect of such Tax deductions within ten days after such amount is Actually Realized by Mindspeed, and (iv) the other Party Mindspeed Tax Group (and not the Conexant Tax Group) shall claim the Post-Distribution Date Tax deductions in a financial position equivalent respect of the Mindspeed Common Stock Options exercised by, or Mindspeed Restricted Shares held by, Mindspeed Group Employees and Former Employees. In the case of Skyworks stock options and Skyworks restricted stock held by Mindspeed Group Employees and Former Employees, to the financial position extent the Party would have been tax allocation agreement between Conexant and Skyworks dated as of June 25, 2002 allocates the Tax deduction to the employer corporation, Mindspeed shall, within ten days after any Tax refund or credit arising in had respect of the Party received the Tax deduction as intended under this Section 6.12. Such with respect to such stock options and restricted stock is Actually Realized by Mindspeed, pay such amount shall be paid within ninety (90) days of filing the last Tax return necessary to make the determination described in the preceding sentenceSkyworks.

Tax Deductions. With respect Notwithstanding anything to the Equity Compensation held contrary in this Agreement, unless the IRS issues a contrary private letter ruling to Rockwell or Conexant, or Rockwell and Conexant otherwise agree in writing, Rockwell and Conexant agree that (i) Conexant's Tax deduction in respect of amounts paid on behalf of Conexant to the court on or before December 31, 1998 in connection with the Celeritas Litigation shall be included in Rockwell's federal consolidated Tax Return (such amounts paid by individuals who are RRD Employees or RRD directors at Rockwell on behalf of Conexant to be treated as capital contributions); (ii) Conexant's Tax deduction in respect of amounts paid on behalf of Conexant to the time court after December 31, 1998 in connection with the Equity Compensation becomes Taxable Celeritas Litigation shall be included in Conexant's federal consolidated Tax Returns (any such amounts paid by Rockwell on behalf of Conexant to be treated as capital contributions related back to the Distribution); (iii) Conexant shall include in taxable income any taxable interest income earned on amounts deposited with the court, such interest income up through the Distribution Date to be included in Rockwell's federal consolidated Tax Return and individuals who are Former RRD Employees at treated as an additional deductible payment for such time, RRD shall claim any federal, state and/or local Tax deductions after the Final Separation Dateperiod, and LSC such interest income earned thereafter to be included in Conexant's federal consolidated Tax Returns and Donnelley Financial treated as an additional deductible payment for such periods; and (iv) the Conexant Tax Group (and not the Rockwell Tax Group) shall not claim include in taxable income any amount returned by the court to Rockwell and/or Conexant (Conexant's actual (or deemed) payment of such deductions. With respect amount to Rockwell to be treated as a capital transaction relating back to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC shall claim any federal, state and/or local Tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether as a result of a determination by the Internal Revenue Service, a change in the Code or the regulations or guidance thereunder, or otherwiseDistribution), it will notify the other Party and all Parties will negotiate as more fully described in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction Schedule 4.04 attached hereto. The Conexant Tax Group shall pay to Rockwell the other party an amount that places of any Tax refund or credit arising in respect of any Tax deduction claimed by the other Party in a financial position equivalent Conexant Tax Group pursuant to Clause (ii) above within ten days after such Tax refund or credit is Actually Realized by the financial position the Party would have been in had the Party received the deduction as intended under this Section 6.12. Such amount shall be paid within ninety (90) days of filing the last Conexant Tax return necessary to make the determination described in the preceding sentenceGroup.

Tax Deductions. With respect to the Equity Compensation held by individuals who are RRD Employees or RRD directors at the time the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD shall claim any federal, state and/or local Tax deductions after the Final Separation Date, and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC shall claim any federal, state and/or local Tax deductions after the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether as a result of a determination by the Internal Revenue Service, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other Party and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction shall pay to the other party an amount that places the other Party in a financial position equivalent to the financial position the Party would have been in had the Party received the deduction as intended under this Section 6.12. Such amount shall be paid within [ninety (90) )] days of filing the last Tax return necessary to make the determination described in the preceding sentence.

Tax Deductions. With respect Notwithstanding anything to the Equity Compensation held by individuals who are RRD Employees contrary in this Agreement, unless the IRS issues a contrary private letter ruling to Conexant or RRD directors at Mindspeed, or Conexant and Mindspeed otherwise agree in writing, (i) the time Conexant Tax Group (and not the Equity Compensation becomes Taxable and individuals who are Former RRD Employees at such time, RRD Mindspeed Tax Group) shall claim any federal, state and/or local Post-Distribution Date Tax deductions after in respect of Conexant Common Stock Options exercised by, or Conexant Restricted Shares held by, Conexant Group Employees and Former Employees, (ii) the Final Separation Date, Conexant Tax Group (and LSC and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are LSC Employees or LSC directors at the time the Equity Compensation becomes Taxable and individuals who are Former LSC Employees at such time, LSC Mindspeed Tax Group) shall claim any federal, state and/or local Post-Distribution Date Tax deductions after in respect of Mindspeed Common Stock Options exercised by, or Mindspeed Restricted Shares held by, Conexant Group Employees and Former Employees and Conexant shall pay to Mindspeed the LSC Distribution Date, and RRD and Donnelley Financial shall not claim such deductions. With respect to the Equity Compensation held by individuals who are Donnelley Financial Employees or Donnelley Financial directors at the time the Equity Compensation becomes Taxable and individuals who are Former Donnelley Financial Employees at such time, Donnelley Financial shall claim any federal, state and/or local Tax deductions after the Donnelley Financial Distribution Date, and LSC and RRD shall not claim such deductions. If any of RRD, LSC or Donnelley Financial determines in its reasonable judgement that there is a substantial likelihood that a Tax deduction that was assigned to RRD, LSC or Donnelley Financial pursuant to this Section 6.12 will instead be available to another of the Parties (whether amount received as a result of a determination any Tax benefit realized in respect of such Tax deductions within ten days after such amount is received by Conexant, (iii) the Internal Revenue Service, a change Mindspeed Tax Group (and not the Conexant Tax Group) shall claim any Post-Distribution Date Tax deductions in the Code or the regulations or guidance thereunderrespect of Conexant Common Stock Options exercised by, or otherwise)Conexant Restricted Shares held by, it will notify the other Party Mindspeed Group Employees and all Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the Party entitled to the deduction Former Employees and Mindspeed shall pay to Conexant the other party an amount that places received as a result of any Tax benefit realized in respect of such Tax deductions within ten days after such amount is received by Mindspeed, and (iv) the other Party Mindspeed Tax Group (and not the Conexant Tax Group) shall claim the Post-Distribution Date Tax deductions in a financial position equivalent to respect of the financial position the Party would have been in had the Party received the deduction as intended under this Section 6.12. Such amount shall be paid within ninety (90) days of filing the last Tax return necessary to make the determination described in the preceding sentence.Mindspeed Common Stock Options exercised by, or