Tax Differential Protection Sample Clauses

Tax Differential Protection. Notwithstanding anything to the contrary herein, for all applicable tax periods from the Start Date through the Separation Date, Oldorff shall remain entitled to the tax protection and other benefits described in Section 2(b)(x) of the Employment Agreement, which section addresses tax differentials between Germany and the United States, including with respect to any travel that is compliant with the Home Country Visit Allowance during the term of his Employment Agreement and the Remaining Period. In furtherance of such provision, Gentherm will engage and pay reasonable fees of a tax advisor to provide tax consulting services solely in connection with the filing of his state and U.S. federal tax returns due for 2018 and 2019. Except as described in Section 2(b)(x) of the Employment Agreement or otherwise herein, Oldorff is responsible for the payment of all taxes on all of the payments, benefits and other compensation received pursuant to his Employment Agreement and this Agreement. All of the payments and benefits described herein to be made or provided to or for the benefit of Oldorff (including any exercise of stock options) will be subject to withholding of taxes and other lawful deductions, as well as reporting on a W-2 under applicable law. Cash payments hereunder may be reduced by withholding tax owing on such payments and by withholding tax owing on any non-cash benefits hereunder (including any exercise of stock options). If at the time withholding tax is owing on such non-cash benefits there is then payable hereunder to Oldorff either no or insufficient cash to cover the withholding tax on such cash and on such non-cash benefits, then Oldorff shall immediately make a cash payment to Gentherm in an amount equal to the deficiency.