Common use of Tax Reporting and Withholding for Equity-Based Awards Clause in Contracts

Tax Reporting and Withholding for Equity-Based Awards. Unless otherwise required by applicable Law, Xxxxxxx International (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, payment on account or other tax reporting related to income of or otherwise owed by Xxxxxxx International Group Employees or Former Xxxxxxx International Group Employees from equity-based awards, and Xxxxxxx Electronics (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, payment on account or other tax reporting related to or otherwise owed on income of Xxxxxxx Electronics Group Employees from equity-based awards. Similarly, Xxxxxxx International will be responsible for all income, payroll, fringe benefit, payment on account or other tax reporting related to or otherwise owed on income of its non-employee directors from equity-based awards, and Xxxxxxx Electronics will be responsible for any income, payroll, fringe benefit, payment on account or other tax reporting related to income of or otherwise owed by its non-employee directors from equity-based awards. Further, Xxxxxxx International (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx International Group Employees to each applicable taxing authority, and Xxxxxxx Electronics (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx Electronics Group Employees to each applicable taxing authority; provided, however, that to the extent necessary (and permissible) to effectuate the foregoing, either Xxxxxxx International or Xxxxxxx Electronics may act as agent for the other company by remitting amounts withheld in the form of shares or in conjunction with an exercise transaction and related payments to an appropriate taxing authority.

Tax Reporting and Withholding for Equity-Based Awards. Unless otherwise required by applicable Law, Xxxxxxx International LQ (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social, payment on account or other tax reporting related to income of or otherwise owed by Xxxxxxx International Group Employees or Former Xxxxxxx International LQ Group Employees from equity-based awards, and Xxxxxxx Electronics CPLG (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, payment on account or other tax reporting related to or otherwise owed on income of Xxxxxxx Electronics Group Employees from equity-based awards. Similarly, Xxxxxxx International will be responsible for all income, payroll, fringe benefitsocial, payment on account or other tax reporting related to or otherwise owed on income of its non-employee directors from equity-based awards, and Xxxxxxx Electronics will be responsible for any income, payroll, fringe benefit, payment on account or other tax reporting related to income of or otherwise owed by its non-employee directors CPLG Group Employees from equity-based awards. Further, Xxxxxxx International LQ (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx International LQ Group Employees to each applicable taxing authority, and Xxxxxxx Electronics CPLG (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx Electronics CPLG Group Employees to each applicable taxing authority; provided, however, that to the extent necessary (and permissible) to effectuate the foregoing, either Xxxxxxx International LQ or Xxxxxxx Electronics CPLG may act as agent for the other company by remitting amounts withheld in the form of shares or in conjunction with an exercise transaction and related payments to an appropriate taxing authority. For non-employee directors of LQ or CPLG, all compensation income realized from either LQ equity-based awards or CPLG equity-based awards will be reflected by an IRS Form 1099 provided to such non-employee director by LQ or CPLG, as applicable, for each year. There will be no tax withholding made by either LQ or CPLG with respect to any equity-based awards for non-employee directors of LQ or CPLG.

Tax Reporting and Withholding for Equity-Based Awards. Unless otherwise required by applicable Law, Xxxxxxx International Exelis (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social, payment on account or other tax reporting related to income of or otherwise owed by Xxxxxxx International Exelis Group Employees or Former Xxxxxxx International Exelis Group Employees from equity-based awards, and Xxxxxxx Electronics Vectrus (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, payment on account or other tax reporting related to or otherwise owed on income of Xxxxxxx Electronics Group Employees from equity-based awards. Similarly, Xxxxxxx International will be responsible for all income, payroll, fringe benefitsocial, payment on account or other tax reporting related to or otherwise owed on income of its non-employee directors from equity-based awards, and Xxxxxxx Electronics will be responsible for any income, payroll, fringe benefit, payment on account or other tax reporting related to income of or otherwise owed by its non-employee directors Vectrus Group Employees from equity-based awards. Further, Xxxxxxx International Exelis (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx International Exelis Group Employees to each applicable taxing authority, and Xxxxxxx Electronics Vectrus (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx Electronics Vectrus Group Employees to each applicable taxing authority; provided, however, that to the extent necessary (and permissible) to effectuate the foregoing, either Xxxxxxx International Exelis or Xxxxxxx Electronics Vectrus may act as agent for the other company by remitting amounts withheld in the form of shares or in conjunction with an exercise transaction and related payments to an appropriate taxing authority. For non-employee directors of Exelis or Vectrus, all compensation income realized from either Exelis equity-based awards or Vectrus equity-based awards will be reflected by a Form 1099 provided to such non-employee director by Exelis or Vectrus, as applicable, for each year. There will be no tax withholding made by either Exelis or Vectrus with respect to any equity-based awards for non-employee directors of Exelis or Vectrus.

Tax Reporting and Withholding for Equity-Based Awards. Unless otherwise required by applicable Law, Xxxxxxx International IR (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social, payment on account or other tax reporting related to income of or otherwise owed by Xxxxxxx International IR Group Employees or Former Xxxxxxx International IR Group Employees from equity-based awards, and Xxxxxxx Electronics Allegion (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social, payment on account or other tax reporting related to or otherwise owed on income of Xxxxxxx Electronics Allegion Group Employees and Former Allegion Group Employees from equity-based awards. Similarly, Xxxxxxx International IR will be responsible for all income, payroll, fringe benefit, social, payment on account or other tax reporting related to or otherwise owed on income of its non-employee directors from equity-based awards, and Xxxxxxx Electronics Allegion will be responsible for any income, payroll, fringe benefit, social, payment on account or other tax reporting related to income of or otherwise owed by its non-employee directors from equity-based awards. Further, Xxxxxxx International IR (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx International IR Group Employees to each applicable taxing authority, and Xxxxxxx Electronics Allegion (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx Electronics Allegion Group Employees to each applicable taxing authority; provided, however, that to the extent necessary (and permissible) to effectuate the foregoing, either Xxxxxxx International IR or Xxxxxxx Electronics Allegion may act as agent for the other company by remitting amounts withheld in the form of shares or in conjunction with an exercise transaction and related payments to an appropriate taxing authority.

Tax Reporting and Withholding for Equity-Based Awards. Unless otherwise required by applicable Law, Xxxxxxx International IR (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social, payment on account or other tax reporting related to income of or otherwise owed by Xxxxxxx International IR Group Employees or Former Xxxxxxx International IR Group Employees from equity-based awards, and Xxxxxxx Electronics Allegion (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social, payment on account or other tax reporting related to or otherwise owed on income of Xxxxxxx Electronics Allegion Group Employees from equity-based awards. Similarly, Xxxxxxx International IR will be responsible for all income, payroll, fringe benefit, social, payment on account or other tax reporting related to or otherwise owed on income of its non-employee directors from equity-based awards, and Xxxxxxx Electronics Allegion will be responsible for any income, payroll, fringe benefit, social, payment on account or other tax reporting related to income of or otherwise owed by its non-employee directors from equity-based awards. Further, Xxxxxxx International IR (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx International IR Group Employees to each applicable taxing authority, and Xxxxxxx Electronics Allegion (or one of its Subsidiaries) shall be responsible for remitting applicable tax withholdings and related payments for Xxxxxxx Electronics Allegion Group Employees to each applicable taxing authority; provided, however, that to the extent necessary (and permissible) to effectuate the foregoing, either Xxxxxxx International IR or Xxxxxxx Electronics Allegion may act as agent for the other company by remitting amounts withheld in the form of shares or in conjunction with an exercise transaction and related payments to an appropriate taxing authority.