Treatment of Deductions Associated with Equity-Related Compensation. To the extent permitted by applicable Law, any Income Tax deduction arising in respect of the exercise of an IP stock option by any Spinco Business Employee, the vesting of any IP stock issued to any Spinco Business Employee or any similar item of equity compensation (together, the “IP Incentive Stock”) shall be claimed by an IP Entity. IP shall be responsible for any withholding Taxes and employment Taxes attributable to the IP Incentive Stock, to the extent that such liability is a legal obligation of any IP Entity or any Spinco Entity. Without the consent of IP, no such deduction will be claimed by any Spinco Entity for any Post-Distribution Period (whether or not an IP Entity is entitled to such deduction). For the avoidance of doubt, (i) any Income Tax deduction arising in respect of the exercise of a Spinco stock option, vesting of Spinco stock or any similar item of equity-based compensation (together, the “Spinco Incentive Stock”) shall be claimed by a Spinco Entity, (ii) Spinco shall be solely responsible for any withholding Taxes and employment Taxes attributable to the Spinco Incentive Stock and (iii) no deduction for Spinco Incentive Stock will be claimed by any IP Entity for any Post-Distribution Period.
Appears in 3 contracts
Samples: Tax Matters Agreement (Xpedx Holding Co), Tax Matters Agreement, Tax Matters Agreement
