Tax Reporting and Withholding for Equity-Based Awards. Unless otherwise required by applicable Law, (a) Parent (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social security, payment-on-account and other Tax reporting relating to income of or otherwise owed by Parent Employees or Former Parent Employees from equity-based awards granted to such employees by Parent, (b) SpinCo (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social security, payment-on-account and other Tax reporting related to or otherwise owed on income of SpinCo Employees or Former SpinCo Employees from equity-based awards granted to such employees by SpinCo, including equity-based awards described in this Article 13, (c) Parent (or one of its Subsidiaries) shall be responsible for remitting applicable Tax withholdings and related payments for equity awards granted by Parent and held by Parent Employees or Former Parent Employees to each applicable taxing authority and (d) SpinCo (or one of its Subsidiaries) shall be responsible for remitting applicable Tax withholdings and related payments for equity awards granted by SpinCo and held by SpinCo Employees or Former SpinCo Employees, including equity-based awards described in this Article 13 to each applicable taxing authority. In all cases, Parent and SpinCo (and any applicable Parent Subsidiary and SpinCo Subsidiary) agree to cooperate to ensure that such obligations are met. Parent and SpinCo agree to enter into any necessary agreements regarding the subject matter of this Section 13.04 to enable Parent and SpinCo (and any applicable Parent and SpinCo Subsidiaries) to fulfill their respective obligations hereunder and under applicable Law.
Appears in 3 contracts
Samples: Employee Matters Agreement (Kyndryl Holdings, Inc.), Employee Matters Agreement (Kyndryl Holdings, Inc.), Employee Matters Agreement (Kyndryl Holdings, LLC)
Tax Reporting and Withholding for Equity-Based Awards. Unless otherwise required by applicable Law, (a) Parent Nuance (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social security, payment-on-account account, and other Tax reporting relating to income of or otherwise owed by Parent Employees Nuance Employees, Former Nuance Employees, or Former Parent SpinCo Employees from equity-based awards granted to such employees by ParentNuance and, with respect to awards subject to Section 11.03(a), SpinCo Employees, (b) SpinCo (or one of its Subsidiaries) will be responsible for all income, payroll, fringe benefit, social securitysocial, payment-on-account account, and other Tax reporting related to or otherwise owed on income of SpinCo Employees or Former from SpinCo Employees from equity-based awards granted to such employees by SpinCo, including equity-based awards described in this Article 13ARTICLE 11 and the cash payment described in Section 11.05(a), (c) Parent Nuance (or one of its Subsidiaries) shall be responsible for remitting applicable Tax withholdings and related payments for equity awards granted by Parent Nuance and held by Parent Employees or Nuance Employees, Former Parent Employees Nuance Employees, Former SpinCo Employees, and with respect to awards subject to Section 11.03(a), SpinCo Employees, to each applicable taxing authority authority, and (d) SpinCo (or one of its Subsidiaries) shall be responsible for remitting applicable Tax withholdings and related payments for SpinCo equity awards granted by SpinCo and held by SpinCo Employees or Former SpinCo Employees, including equity-based awards described in this Article 13 ARTICLE 11 and the cash payment described in Section 11.05(a) to each applicable taxing authority. In all cases, Parent Nuance and SpinCo (and any applicable Parent Nuance Subsidiary and SpinCo Subsidiary) agree to cooperate to ensure that such obligations are met. Parent Nuance and SpinCo agree to enter into any necessary agreements regarding the subject matter of this Section 13.04 11.09 to enable Parent Nuance and SpinCo (and any applicable Parent Nuance and SpinCo Subsidiaries) to fulfill their respective obligations hereunder and under applicable Law. Nuance will be responsible for all income, payroll, fringe benefit, social security, payment-on account, and other Tax reporting relating to or otherwise owed on income of its nonemployee directors arising from equity-based awards granted by Nuance.
Appears in 3 contracts
Samples: Employee Matters Agreement (Cerence Inc.), Employee Matters Agreement (Nuance Communications, Inc.), Employee Matters Agreement (Cerence LLC)
