Common use of Tax Withholding and Reporting Clause in Contracts

Tax Withholding and Reporting. (a) Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc ParentCo Group will be responsible for all income and payroll taxes, withholding and reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc ParentCo Employees and Former Cranes Business Employees. Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc Foodservice Group will be responsible for all income and payroll taxes, withholding and reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees. Manitowoc ParentCo and Manitowoc Foodservice hereby designate the other party as an agent for withholding pursuant to IRS Revenue Procedure 70-6 and to accept such designation to effectuate the intent of this Section 9.3(a). Manitowoc ParentCo or Manitowoc Foodservice, as applicable, shall facilitate performance by the other party to this Agreement (each a “Party”) of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner. Manitowoc ParentCo and Manitowoc Foodservice shall, to the extent practicable, (i) treat Manitowoc Foodservice as a “successor employer” and Manitowoc ParentCo as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Manitowoc Foodservice Group Employee for the year in which the Manitowoc Foodservice Employment Date for such Manitowoc Foodservice Group Employee occurs. The obligations to cooperate and support the other in respect of such tax withholding and remittance shall not continue beyond the tenth (10th) anniversary of the Distribution Date.

Tax Withholding and Reporting. (a) Except as The Executive is responsible for payment of all taxes applicable to benefits paid or provided to Executive under this Agreement, except the employer portion of applicable federal, state and local employment tax obligations. The Corporation shall withhold any taxes owed by the Executive that are required to be withheld, including federal, state and local income and employment tax withholding obligations, from the benefits provided under this Agreement or from any other compensation otherwise required payable to the Executive. The Executive acknowledges that the Corporation’s sole liability regarding such withholding taxes is to forward any amounts withheld to the appropriate taxing authority(ies). The Executive agrees that appropriate amounts for withholding may be deducted from the cash salary, bonus or other payments due to Executive by applicable non-U.S. lawthe Corporation, including payments due under this Agreement. If insufficient cash wages are available or if Executive so desires, Executive may remit payment in cash for the withholding amounts. In addition, the appropriate member of the Manitowoc ParentCo Group will Corporation shall be responsible for all income and payroll taxes, withholding and reporting with respect payment to Cranes Equity Compensation Awards appropriate taxing authority(ies) of all employment tax obligations required to be paid and Manitowoc Foodservice Equity Compensation Awards held withheld by Manitowoc ParentCo Employees and Former Cranes Business Employees. Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc Foodservice Group will be responsible for all income and payroll taxes, withholding and reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees. Manitowoc ParentCo and Manitowoc Foodservice hereby designate the other party as an agent for withholding Corporation pursuant to IRS Revenue Procedure 70-6 Code Section 3121(v) and regulations promulgated thereunder or any other applicable law on the present value of benefits hereunder which are vested but not yet payable. In that regard, payment under this Agreement may be accelerated to accept such designation to effectuate pay the intent of this Section 9.3(aFICA tax imposed under Code Sections 3101, 3121(a). Manitowoc ParentCo or Manitowoc Foodservice, as and 3121(v)(2), where applicable, shall facilitate performance by the other party on benefits paid or provided to Executive under this Agreement (each a the “PartyFICA Amount”) or to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of its obligations hereunder by promptly remitting amounts applicable state, local, or shares withheld in conjunction with foreign tax laws as a transfer result of shares or cashthe payment of the FICA Amount, either (as mutually agreed by and to pay the Parties) directly additional income tax at source on wages attributable to the applicable taxing authority or pyramiding Code Section 3401 wages and taxes; provided that the total amount accelerated pursuant to this sentence may not exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount. Withholding and payment of any taxes under this Section 9.4 shall reduce the amount of the benefits otherwise payable to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner. Manitowoc ParentCo and Manitowoc Foodservice shall, to the extent practicable, (i) treat Manitowoc Foodservice as a “successor employer” and Manitowoc ParentCo as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Manitowoc Foodservice Group Employee for the year in which the Manitowoc Foodservice Employment Date for such Manitowoc Foodservice Group Employee occurs. The obligations to cooperate and support the other in respect of such tax withholding and remittance shall not continue beyond the tenth (10th) anniversary of the Distribution DateExecutive.

Tax Withholding and Reporting. (a) Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc ParentCo Group will be responsible for all income and payroll taxes, withholding and reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc ParentCo Employees and Former Cranes Business Employees. Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc Foodservice Group will be responsible for all income and payroll taxes, withholding and reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees. Manitowoc ParentCo and Manitowoc Foodservice hereby designate the other party as an agent for withholding pursuant to IRS Revenue Procedure 70-6 and to accept such designation to effectuate the intent of this Section 9.3(a). Manitowoc ParentCo or Manitowoc Foodservice, as applicable, shall facilitate performance by the other party to this Agreement (each a “Party”) of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner. Manitowoc ParentCo and Manitowoc Foodservice shall, to the extent practicable, (i) treat Manitowoc Foodservice as a “successor employer” and Manitowoc ParentCo as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Manitowoc Foodservice Group Employee for the year in which the Manitowoc Foodservice Employment Date for such Manitowoc Foodservice Group Employee occurs. The obligations to cooperate and support the other in respect of such tax withholding and remittance shall not continue beyond the tenth (10th) anniversary termination or expiration of such or similar transition services under the Distribution DateTransition Services Agreement.

Tax Withholding and Reporting. (a) Except as The Executive is responsible for payment of all taxes applicable to benefits paid or provided to Executive under this Agreement, except the employer portion of applicable federal, state and local employment tax obligations. The Bank shall withhold any taxes owed by the Executive that are required to be withheld, including federal, state and local income and employment tax withholding obligations, from the benefits provided under this Agreement or from any other compensation otherwise required payable to the Executive. The Executive acknowledges that the Bank’s sole liability regarding such withholding taxes is to forward any amounts withheld to the appropriate taxing authority(ies). The Executive agrees that appropriate amounts for withholding may be deducted from the cash salary, bonus or other payments due to Executive by applicable non-U.S. lawthe Bank, including payments due under this Agreement. If insufficient cash wages are available or if Executive so desires, Executive may remit payment in cash for the withholding amounts. In addition, the appropriate member of the Manitowoc ParentCo Group will Bank shall be responsible for all income and payroll taxes, withholding and reporting with respect payment to Cranes Equity Compensation Awards appropriate taxing authority(ies) of all employment tax obligations required to be paid and Manitowoc Foodservice Equity Compensation Awards held withheld by Manitowoc ParentCo Employees and Former Cranes Business Employees. Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc Foodservice Group will be responsible for all income and payroll taxes, withholding and reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees. Manitowoc ParentCo and Manitowoc Foodservice hereby designate the other party as an agent for withholding Bank pursuant to IRS Revenue Procedure 70-6 Code Section 3121(v) and regulations promulgated thereunder or any other applicable law on the present value of benefits hereunder which are vested but not yet payable. In that regard, payment under this Agreement may be accelerated to accept such designation to effectuate pay the intent of this Section 9.3(aFICA tax imposed under Code Sections 3101, 3121(a). Manitowoc ParentCo or Manitowoc Foodservice, as and 3121(v)(2), where applicable, shall facilitate performance by the other party on benefits paid or provided to Executive under this Agreement (each a the “PartyFICA Amount”) or to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of its obligations hereunder by promptly remitting amounts applicable state, local, or shares withheld in conjunction with foreign tax laws as a transfer result of shares or cashthe payment of the FICA Amount, either (as mutually agreed by and to pay the Parties) directly additional income tax at source on wages attributable to the applicable taxing authority or pyramiding Code Section 3401 wages and taxes; provided that the total amount accelerated pursuant to this sentence may not exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount. Withholding and payment of any taxes under this Section 9.4 shall reduce the amount of the benefits otherwise payable to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner. Manitowoc ParentCo and Manitowoc Foodservice shall, to the extent practicable, (i) treat Manitowoc Foodservice as a “successor employer” and Manitowoc ParentCo as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Manitowoc Foodservice Group Employee for the year in which the Manitowoc Foodservice Employment Date for such Manitowoc Foodservice Group Employee occurs. The obligations to cooperate and support the other in respect of such tax withholding and remittance shall not continue beyond the tenth (10th) anniversary of the Distribution DateExecutive.