Common use of Tax Liabilities/Benefits Clause in Contracts

Tax Liabilities/Benefits. Resulting from Other Deferred Compensation --------------------------------------------------------------------- Payable Post Distribution. Energizer shall be liable with respect to any --------------------------- Employer Taxes with respect to payments by Xxxxxxx under the Fixed Benefit Option of the Xxxxxxx Purina Company Deferred Compensation Plan for Key Employees ("Xxxxxxx Deferred Compensation Plan") to any Energizer Employee, Former Energizer Employee or individual who becomes employed by a member of the Energizer Group after the Distribution Date, if at the time of the award of a benefit under the Xxxxxxx Deferred Compensation Plan, the recipient was an employee of the Battery Business or identified on payroll records as an employee of the Battery Business. In the event that Xxxxxxx, acting on behalf of Energizer, pays and deposits such Employer Taxes for which Energizer is liable under this provision with respect to such compensation, then Xxxxxxx shall be entitled to reimbursement from Energizer for such Employer Taxes for which it is liable under this provision, net of the tax benefit derived from any income tax deduction to Xxxxxxx attributable to such Employer Taxes. If as a result of such payment of compensation by Xxxxxxx, Energizer shall be entitled to claim on the appropriate Tax Return a corresponding income tax deduction for the compensation expense, resulting in an actual diminution of any Domestic Taxes, then Energizer shall pay Xxxxxxx the amount of such actual diminution of Domestic Taxes as well as any reimbursement for Employer Taxes provided herein within thirty (30) days after written notification of Energizer of such payment. Xxxxxxx shall be liable for all Employer Taxes with respect to payments under the Xxxxxxx Deferred Compensation Plan on or after the Distribution Date to any Energizer Employee or Former Energizer Employee, if at the time of the award of a benefit under the Xxxxxxx Deferred Compensation Plan the recipient was an employee of Xxxxxxx Purina Company or otherwise employed by a Xxxxxxx Business. Xxxxxxx shall be entitled to claim on the appropriate Tax Return a corresponding income tax deduction for the compensation expense and related Employer Taxes paid. To the extent that Xxxxxxx is entitled to such income tax deduction but Energizer is determined by a Tax authority to be liable for such Employer Taxes, Xxxxxxx shall pay Energizer an amount equal to such Employer Taxes, net of the tax benefit derived from any income tax deduction to Energizer attributable to such Employer Taxes, within thirty (30) days after a final determination by a court or administrative authority that Energizer is so liable.

Tax Liabilities/Benefits. Resulting from Other Deferred Compensation --------------------------------------------------------------------- Payable Post DistributionDistribution Stock Option ----------------------------------------------------------------------- Exercises by Energizer Employees, Former Energizer Employees and Post ----------------------------------------------------------------------------- Distribution Energizer Employees. Energizer shall be liable for any and all ---------------------------------- Taxes, including but not limited to, payroll, Social Security, and Medicare Hi Taxes, imposed on an employer (the "Employer Taxes") with respect to any --------------------------- Employer Taxes with respect to payments compensation resulting from the exercise of Xxxxxxx stock options on or after the Distribution Date by Xxxxxxx under the Fixed Benefit Option of the Xxxxxxx Purina Company Deferred Compensation Plan for Key Employees ("Xxxxxxx Deferred Compensation Plan") to any Energizer Employee, Former Energizer Employee or other individual who becomes employed by a member of the Energizer Group after the Distribution Date, if at the time of the award grant of a benefit under the Xxxxxxx Deferred Compensation Plansuch stock option, the recipient was an employee of the Battery Business or identified on payroll records as an employee of the Battery Business. In the event that Xxxxxxx, acting on behalf of Energizer, pays and deposits such Employer Taxes for which Energizer is liable under this provision with respect to such compensation, then Xxxxxxx shall be entitled to reimbursement from Energizer for such Employer Taxes for which it is liable under this provisionTaxes, net of the tax benefit derived from any income tax deduction to Xxxxxxx attributable to such Employer Taxes. If as a result of such payment exercise of compensation by Xxxxxxxa Xxxxxxx stock option, Energizer shall be entitled to claim on the appropriate Tax Return a corresponding income tax deduction for the compensation expense, resulting in an actual diminution of any Domestic Taxes, then Energizer shall pay Xxxxxxx the amount of such actual diminution of Domestic Taxes as well as any reimbursement for Employer Taxes provided herein within thirty (30) days after written notification of Energizer by Xxxxxxx of such payment. Xxxxxxx shall be liable for all Employer Taxes with respect to payments under the Xxxxxxx Deferred Compensation Plan on or after the Distribution Date to any Energizer Employee or Former Energizer Employee, if at the time of the award of a benefit under the Xxxxxxx Deferred Compensation Plan the recipient was an employee of Xxxxxxx Purina Company or otherwise employed by a Xxxxxxx Business. Xxxxxxx shall be entitled to claim on the appropriate Tax Return a corresponding income tax deduction for the compensation expense and related Employer Taxes paid. To the extent that Xxxxxxx is entitled to such income tax deduction but Energizer is determined by a Tax authority to be liable for such Employer Taxes, Xxxxxxx shall pay Energizer an amount equal to such Employer Taxes, net of the tax benefit derived from any income tax deduction to Energizer attributable to such Employer Taxes, within thirty (30) days after a final determination by a court or administrative authority that Energizer is so liableoption exercise.