Common use of Tax Withholding and Reporting Clause in Contracts

Tax Withholding and Reporting. Except as otherwise set forth in this Section 12.04, (i) in the case of any TWX RSUs that are subject to Tax withholding upon vesting, upon the vesting of any such TWX RSUs held by AOL Employees that are not forfeited upon the Distribution Date, TWX shall reduce the number of TWX RSUs held by each AOL Employee by a number of TWX RSUs having a Fair Market Value equal to the employee-paid portion of any Taxes (including any Social Security and Medicare Taxes) required to be withheld upon vesting of such TWX RSUs and (ii) upon exercise or settlement, as applicable, of any TWX Equity Compensation Award, a member of the TWX Group shall withhold from the number of shares of TWX Common Stock otherwise issuable to the relevant AOL Employee a number of shares having a Fair Market Value equal to the employee-paid portion of any Taxes required to be withheld upon vesting of such TWX Equity Compensation Awards. Notwithstanding the foregoing, if any of the procedures described in clause (i) or (ii) of the immediately preceding sentence are prohibited by applicable Law, TWX and AOL shall cooperate in good faith to determine alternative procedures with respect to such awards in order to fulfill all required withholding and reporting obligations in compliance with applicable Law. The Parties hereby acknowledge and agree that, without limiting the generality of Section 19.03 and notwithstanding any provision of this Section 12.04, the members of the AOL Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate taxing authority and remitting the amounts of any such Taxes required to be withheld (including any Social Security, Medicare or unemployment Taxes) to the appropriate taxing authority in connection with the exercise, vesting or settlement of any TWX Equity Compensation Awards and the payment of any TWX Dividend Equivalents, and no member of the TWX Group shall have any responsibility or liability with respect thereto, other than (A) the obligations of the members of TWX Group to notify the members of the AOL Group about amounts withheld by members of the TWX Group in connection with the exercise, vesting or settlement of any TWX Equity Compensation Awards and the amounts paid by TWX in respect of any cash dividend on TWX Common Stock that would entitle any AOL Employee to a TWX Dividend Equivalent (in each case, as set forth in Section 14.01), and (B) the obligations of the members of the TWX Group to make payments to the members of the AOL Group in respect of the TWX Dividend Equivalent Reimbursement Amounts and the TWX Option Tax Withholding Reimbursement Amounts (as set forth in Section 15.02). The obligations of the members of the AOL Group and the TWX Group to provide information to the other Party in order to allow the administration of the TWX Equity Compensation Awards pursuant to this Article XII are set forth in Section 14.01.

Tax Withholding and Reporting. Except as otherwise set forth in this Section 12.0415.04, (ia) in the case of any TWX RSUs that are subject to Tax withholding upon vesting, upon the vesting of any such TWX RSUs held by AOL Post-Separation Time Employees, Salary Continuation Former Employees and Former Time Employees that are not forfeited upon the Distribution DateDistribution, TWX shall reduce the number of TWX RSUs held by each AOL such Employee by a number of TWX RSUs having a Fair Market Value equal to the employee-paid portion of any Taxes Withholding Amount attributable to such vesting, (including any Social Security and Medicare Taxes) required to be withheld upon vesting of such TWX RSUs and (iib) upon exercise or settlement, as applicable, the settlement of any TWX Equity Compensation AwardRSUs, a member of the TWX Group shall withhold from the number of shares of TWX Common Stock otherwise issuable to the relevant AOL Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee a number of shares having a Fair Market Value equal to the employee-paid portion of any Taxes required to be withheld upon vesting of such TWX Equity Compensation Awards. Notwithstanding the foregoing, if any of the procedures described in clause (i) or (ii) of the immediately preceding sentence are prohibited by applicable Law, TWX and AOL shall cooperate in good faith to determine alternative procedures with respect Withholding Amount attributable to such awards in order settlement, unless such Employee elects to fulfill all required withholding and reporting obligations in compliance with applicable Law. The Parties hereby acknowledge and agree that, without limiting the generality of Section 19.03 and notwithstanding any provision of this Section 12.04, the members of the AOL Group shall be solely responsible for all obligations relating make a cash payment to reporting of Taxes to the appropriate taxing authority and remitting the amounts of any such Taxes required to be withheld (including any Social Security, Medicare or unemployment Taxes) to the appropriate taxing authority in connection with the exercise, vesting or settlement of any TWX Equity Compensation Awards and the payment of any TWX Dividend Equivalents, and no member of the TWX Group in accordance with and to the extent permitted under applicable TWX policy in an amount equal to the Withholding Amount in lieu of such withholding of shares, and (c) upon exercise of any TWX Option, the relevant Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee shall have any responsibility or liability with respect thereto, other than either (Ai) the obligations of the members of TWX Group pay to notify the members of the AOL Group about amounts withheld by members a member of the TWX Group an amount in connection cash in accordance with applicable TWX policy equal to the exerciseWithholding Amount attributable to such exercise or (ii) in accordance with and to the extent permitted under applicable TWX policy, vesting or settlement deliver to TWX a number of any TWX Equity Compensation Awards and the amounts paid by TWX in respect shares of any cash dividend on TWX Common Stock that would entitle any AOL Employee to a TWX Dividend Equivalent (in each case, as set forth in Section 14.01), and (B) the obligations of the members of the TWX Group to make payments to the members of the AOL Group in respect of the TWX Dividend Equivalent Reimbursement Amounts and the TWX Option Tax Withholding Reimbursement Amounts (as set forth in Section 15.02). The obligations of the members of the AOL Group and the TWX Group to provide information to the other Party in order to allow the administration of the TWX Equity Compensation Awards pursuant to this Article XII are set forth in Section 14.01.Stock

Tax Withholding and Reporting. Except Without limiting the generality of Section 19.03, the members of the AOL Group shall be solely responsible for all obligations relating to the withholding and reporting of Taxes required to be withheld or reported in connection with the exercise, vesting or settlement, as applicable, of the TWX Equity Compensation Awards held by AOL Employees and any TWX Dividend Equivalents paid to AOL Employees, and no member of the TWX Group shall have any responsibility or liability with respect thereto. Notwithstanding the foregoing and except as otherwise set forth in this Section 12.04, (i) in the case of any TWX RSUs that are subject to Tax withholding upon vesting, upon the vesting of any such TWX RSUs held by AOL Employees that are not forfeited upon the Distribution Date, TWX shall reduce the number of TWX RSUs held by each AOL Employee by a number of TWX RSUs having a Fair Market Value equal to the employee-paid portion of any Taxes (including any Social Security and Medicare Taxes) required to be withheld upon vesting of such TWX RSUs and RSUs, (ii) upon exercise or settlement, as applicable, of any TWX Equity Compensation Award, a member of the TWX Group shall withhold from the number of shares of TWX Common Stock otherwise issuable to the relevant AOL Employee a number of shares having a Fair Market Value equal to the employee-paid portion of any Taxes required to be withheld upon vesting of such TWX Equity Compensation AwardsAwards and (iii) upon payment of any TWX Dividend Equivalents to AOL Employees, a member of the TWX Group shall reduce the amount paid to such AOL Employee by an amount equal to the employee-paid portion of any Taxes required to be withheld upon payment of such TWX Dividend Equivalents. Notwithstanding the foregoing, if any of the procedures described in clause (i), (ii) or (iiiii) of the immediately preceding sentence are prohibited by applicable Law, TWX and AOL shall cooperate in good faith to determine alternative procedures with respect to such awards in order to fulfill all required withholding and reporting obligations in compliance with applicable Law. The Parties hereby acknowledge and agree thatPrior to the date of exercise, without limiting the generality of Section 19.03 and notwithstanding any provision of this Section 12.04vesting, the members settlement or payment, as applicable, a member of the AOL Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate taxing authority and remitting the amounts of any such Taxes required to be withheld (including any Social Security, Medicare or unemployment Taxes) to the appropriate taxing authority in connection with the exercise, vesting or settlement of any TWX Equity Compensation Awards and the payment of any TWX Dividend Equivalents, and no provide a member of the TWX Group shall have any responsibility or liability with respect theretoinstructions relating to the amount, other than (A) the obligations of the members of TWX Group if any, required to notify the members of the be withheld for each AOL Group about amounts withheld by members of the TWX Group in connection with the exercise, vesting or settlement of any Employee who holds TWX Equity Compensation Awards and the amounts paid by TWX in respect of any cash dividend on TWX Common Stock that would entitle any AOL Employee to a TWX Dividend Equivalent (in each case, as set forth in Section 14.01), and (B) the obligations of the members of the TWX Group to make payments to the members of the AOL Group in respect of the TWX Dividend Equivalent Reimbursement Amounts and the TWX Option Tax Withholding Reimbursement Amounts (as set forth in Section 15.02). The obligations of the members of the AOL Group and the TWX Group to provide information to the other Party in order to allow the administration of the TWX Equity Compensation Awards pursuant to this Article XII are set forth in Section 14.01Awards.

Tax Withholding and Reporting. Except as otherwise set forth in this Section 12.0415.04, (ia) in the case of any TWX RSUs that are subject to Tax withholding upon vesting, upon the vesting of any such TWX RSUs held by AOL Post-Separation Time Employees, Salary Continuation Former Employees and Former Time Employees that are not forfeited upon the Distribution DateDistribution, TWX shall reduce the number of TWX RSUs held by each AOL such Employee by a number of TWX RSUs having a Fair Market Value equal to the employee-paid portion of any Taxes Withholding Amount attributable to such vesting, (including any Social Security and Medicare Taxes) required to be withheld upon vesting of such TWX RSUs and (iib) upon exercise or settlement, as applicable, the settlement of any TWX Equity Compensation AwardRSUs, a member of the TWX Group shall withhold from the number of shares of TWX Common Stock otherwise issuable to the relevant AOL Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee a number of shares having a Fair Market Value equal to the Withholding Amount attributable to such settlement, unless such Employee elects to make a cash payment to such member of the TWX Group in accordance with and to the extent permitted under applicable TWX policy in an amount equal to the Withholding Amount in lieu of such withholding of shares, and (c) upon exercise of any TWX Option, the relevant Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee shall either (i) pay to a member of the TWX Group an amount in cash in accordance with applicable TWX policy equal to the Withholding Amount attributable to such exercise or (ii) in accordance with and to the extent permitted under applicable TWX policy, deliver to TWX a number of shares of TWX Common Stock having a Fair Market Value equal to the Withholding Amount attributable to such exercise. For purposes of this Section 15.04, the “Withholding Amount” shall mean the employee-paid portion of any Taxes (including any Employment Taxes) required to be withheld upon vesting of such TWX Equity Compensation Awardsthe applicable event. Notwithstanding the foregoing, if any of the procedures described in clause (ia), (b) or (iic) of the immediately preceding first sentence of this Section 15.04 are prohibited by applicable Lawlaw, TWX and AOL Time shall cooperate in good faith to determine alternative procedures with respect to such awards in order to fulfill all required withholding and reporting obligations in compliance with applicable Lawlaw. The Parties hereby acknowledge and agree that, without limiting the generality of Section 19.03 22.02 and notwithstanding any provision of this Section 12.0415.04, the members of the AOL Time Group shall be solely responsible for all obligations relating to reporting of Taxes to the appropriate taxing authority Governmental Authority and remitting the amounts of any such Taxes required to be withheld (including any Social Security, Medicare or unemployment Employment Taxes) to the appropriate taxing authority Governmental Authority in connection with the exercise, vesting or settlement of any TWX Equity Compensation Awards and the payment of any TWX Dividend Equivalents, Equivalents and no member of the TWX Group shall have any responsibility or liability Liability with respect thereto, other than (A) the obligations of the members of the TWX Group to notify the members of the AOL Time Group about amounts withheld by members of the TWX Group in connection with the exercise, vesting or settlement of any TWX Equity Compensation Awards and the amounts paid by TWX in respect of any cash dividend on TWX Common Stock that would entitle any AOL Post-Separation Time Employee, Salary Continuation Former Employee or Former Time Employee to a TWX Dividend Equivalent (in each case, as set forth in Section 14.01), 15.01) and (B) the obligations of the members of the TWX Group to make payments to the members of the AOL Time Group in respect of the TWX Dividend Equivalent Reimbursement Amounts and the TWX Option Tax Equity Compensation Award Withholding Reimbursement Amounts (as set forth in Section 15.0218.02). The obligations of the members of the AOL Time Group and the TWX Group to provide information Information to the other Party party in order to allow the administration of the TWX Equity Compensation Awards pursuant to this Article XII XV are set forth in Section 14.0115.05 and Section 17.01. The rights and obligations of the Parties with respect to U.S. Tax deductions relating to the TWX Equity Compensation Awards shall be governed by Section 4.08 of the TMA.