AMENDMENT TO S CORPORATION TERMINATION AND TAX SHARING AGREEMENT
Exhibit 10.1
AMENDMENT TO
S CORPORATION TERMINATION AND TAX SHARING AGREEMENT
The S Corporation Termination and Tax Sharing Agreement, dated as of July 27, 2020 (the “Agreement”), made by and between Vertex, Inc., a Delaware corporation (the “Company”), and the trusts and individuals identified on the signature page thereto (each a “Shareholder” and collectively the “Shareholders”) is hereby amended as follows:
1.Section 2.07 is hereby deleted and replaced with the following:
2.07 Termination Payments to Shareholders. Immediately prior to the Termination Date, the Company shall distribute to the Shareholders their pro rata share (the ownership of the shares of the Company’s common stock owned by each Shareholder) of an amount equal to the estimated federal and state tax liabilities of the Shareholders attributable to the operations of the Company during the S Short Year, and in respect of which no prior tax distribution shall have been made (the “Estimated Distribution”). No later than August 15, 2021, the Company shall make any necessary adjustments to finalize the Company’s taxable income for the S Short Year allocable to the Shareholders, and (x) if the amount of the Estimated Distribution to the Shareholders is less than the adjusted income tax liability of the Shareholders taking into account such finalized taxable income of the Company for the S Short Year, each Shareholder’s state income tax liabilities attributable to the operations of the Company for the S Short Year, and the Assumed Tax Rate (the “Final Distribution”), then the Company shall, within 15 days thereafter, distribute to the Shareholders their pro rata share of an amount equal to the excess of the Final Distribution over the Estimated Distribution; and (y) if the amount of the Final Distribution is less than the Estimated Distribution, then each Shareholder shall, within 30 days thereafter, deliver to the Company such Shareholder’s pro rata share of an amount equal to the excess of the Estimated Distribution over the Final Distribution. Promptly upon request, each Shareholder shall provide the Company with information related to such Shareholder reasonably necessary to allow the Company to determine the Final Distribution.
2.Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is conflict between this Amendment and the Agreement, the terms of this amendment will prevail.
[signature pages to follow]
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| By: | /s/ Xxxxx XxXxxxxxx | |
| | Name: | Xxxxx XxXxxxxxx |
| | Title: | President, Chief Executive Officer and Chairperson |
| SHAREHOLDER | ||
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| By: | | |
| | Name: | |
| | Title: | |
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| /s/ Xxxxxx X. Xxxxxxxxx | ||
| Xxxxxx X. Xxxxxxxxx | ||
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT
| The 2009 Xxxxxx X. Xxxxxxxxx Generation Skipping Trust | ||
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| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
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| Name: | Xxxxxx X. Xxxxxxxxx | |
| Title: | Trustee | |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT
| Irrevocable Trust of Xxxxxx X. Xxxxxxxx, Settlor, dated July 19, 2007 – Separate Trust for Benefit of Xxxxxx X. Xxxxxxxxx | ||
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| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
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| Name: | Xxxxxx X. Xxxxxxxxx | |
| Title: | Trustee | |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT
| ITEM SECOND IRR. TRUST FBO XXXXXX X. XXXXX u/a of XXXXXXXX X. XXXXX dated October 5, 2001 | ||
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| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxx (f/k/a Xxxxxx X. Xxxxx) | |
| Title: | Trustee | |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| ITEM SECOND IRR. TRUST FBO XXXX XXXXX XXXXXXXX u/a of XXXXXXX X. XXXXXXXX dated October 5, 2001 | ||
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| By: | /s/ Xxxx Xxxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxx Xxxxxxxx | |
| Title: | Trustee | |
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| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | Trustee | |
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| By: | /s/ Xxxxx Treat | |
| Name: | Xxxxx Treat | |
| Title: | Trustee | |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| ITEM SECOND IRREVOCABLE TRUST FBO XXXXXXXXXX X. XXXXXXXXX u/a of XXXXXX X. XXXXXXXXX dated 10/05/2001 | ||
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| By: | /s/ Xxxxxx X. X. Xxxxxxxxx | |
| Name: | Xxxxxx X. X. Xxxxxxxxx | |
| Title: | Trustee | |
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| By: | /s/ Xxxxxxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxxxxxx X. Xxxxxxxxx | |
| Title: | Trustee | |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT
| THIRD PARTY FUNDED SPECIAL NEEDS TRUST FOR CALLUM X. XXXXXXXXX u/a of XXXXXX X XXXXXXXXX dated May 15, 2015 | |
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| By: | /s/ Xxxxxx X. X. Xxxxxxxxx |
| Name: | Xxxxxx X. X. Xxxxxxxxx |
| Title: | Trustee |
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| By: | /s/ Xxxxxxxxxx X. Xxxxxxxxx |
| Name: | Xxxxxxxxxx X. Xxxxxxxxx |
| Title: | Trustee |
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| By: | /s/ Xxxxxx X. Xxxxxxxxx |
| Name: | Xxxxxx X. Xxxxxxxxx |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT
| ITEM SECOND IRR. TRUST FBO XXXXX X. XXXXXXXX u/a of XXXXXXX X. XXXXXXXX dated October 5, 2001 | |
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| By: | /s/ Xxxxx X. Xxxxxxxx |
| Name: | Xxxxx X. Xxxxxxxx |
| Title: | Trustee |
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| By: | /s/ Xxxxxx X. Xxxxxx |
| Name: | Xxxxxx X. Xxxxxx |
| Title: | Trustee |
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| By: | /s/ Xxxxx Treat |
| Name: | Xxxxx Treat |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| /s/ Xxxxxxx X. Xxxxxxxx | |
| Xxxxxxx X. Xxxxxxxx | |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| Irrevocable Trust of Xxxxxx X. Xxxxxxxx, Settlor, dated July 19, 2007 – Separate Trust for Benefit of Xxxxxxx Xxxxxxxx | |
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| By: | /s/ Xxxxxxx X. Xxxxxxxx |
| Name: | Xxxxxxx X. Xxxxxxxx |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| The 2009 Xxxxxxx X. Xxxxxxxx Generation Skipping Trust | |
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| By: | /s/ Xxxxxxx X. Xxxxxxxx |
| Name: | Xxxxxxx X. Xxxxxxxx |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| /s/ Xxxx X. Xxxxxx | |
| Xxxx X. Xxxxxx | |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| /s/ Xxxx X. Xxxxxxxxx | |
| Xxxx X. Xxxxxxxxx | |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| ITEM SECOND IRR. TRUST FBO XXXX X. XXXXXXXX u/a of XXXXXXX X. XXXXXXXX dated October 5, 2001 | |
| | |
| By: | /s/ Xxxx X. Xxxxxxxx |
| Name: | Xxxx X. Xxxxxxxx |
| Title: | Trustee |
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| By: | /s/ Xxxxxx X. Xxxxxx |
| Name: | Xxxxxx X. Xxxxxx |
| Title: | Trustee |
| | |
| By: | /s/ Xxxxx Treat |
| Name: | Xxxxx Treat |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| ITEM SECOND IRREVOCABLE TRUST FBO XXXXXX XXXXXXXXX u/a of XXXXXX X XXXXXXXXX dated 10/05/2001 | |
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| By: | /s/ Xxxxxx X. X. Xxxxxxxxx |
| Name: | Xxxxxx X. X. Xxxxxxxxx |
| Title: | Trustee |
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| By: | /s/ Xxxxxx X. Xxxxxxxxx |
| Name: | Xxxxxx X. Xxxxxxxxx |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| ITEM SECOND IRR. TRUST FBO MACKENZIE X. XXXXX u/a of XXXXXXXX X. XXXXX dated October 5, 2001 | |
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| By: | /s/ Mackenzie X. Xxxxx |
| Name: | Mackenzie X. Xxxxx |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| ITEM SECOND IRR. TRUST FBO XXXXXXX X. XXXXX u/a of XXXXXXXX X. XXXXX dated October 5, 2001 | |
| | |
| By: | /s/ Xxxxxxx X. Xxxxx |
| Name: | Xxxxxxx X. Xxxxx |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| ITEM SECOND IRR. TRUST FBO XXXXXXXX X. XXXXX u/a of XXXXXXXX X. XXXXX dated October 5, 2001 | |
| | |
| By: | /s/ Xxxxxxxx X. Xxxxx |
| Name: | Xxxxxxxx X. Xxxxx |
| Title: | Trustee |
| | |
[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| /s/ Xxxxxxxx X. Xxxxxxxx | |
| Xxxxxxxx X. Xxxxxxxx | |
| | |
[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| The 2009 Xxxxxxxx Xxxxx Generation Skipping Trust | |
| | |
| By: | /s/ Xxxxxxxx X. Xxxxxxxx |
| Name: | Xxxxxxxx X. Xxxxxxxx (f/k/a Xxxxxxxx X. Xxxxx) |
| Title: | Trustee |
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[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| The Irrevocable Deed of Trust of Xxxxxxxxxx X. Xxxxxxxx, dated March 31, 1987, Xxxxxxxx X. Xxxxxxxx and Sterling Trustees LLC, Trustees | ||
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| By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
| | | |
| Name: | Xxxxxxxx X. Xxxxxxxx | |
| Title: | Trustee | |
| | | |
| By: | Sterling Trustees LLC | |
| Title: | Trustee | |
| | By: | /s/ Xxxxxx Xxxxx |
| | Name: | Xxxxxx Xxxxx |
| | Title: | President |
| | | |
[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
| Irrevocable Trust of Xxxxxx X. Xxxxxxxx, Settlor, dated July 19, 2007 – Separate Trust for Benefit of Xxxxxxxx X. Xxxxx | |
| | |
| By: | /s/ Xxxxxxxx X. Xxxxxxxx |
| Name: | Xxxxxxxx X. Xxxxxxxx (f/k/a Xxxxxxxx X. Xxxxx) |
| Title: | Trustee |
| | |
[Signature Page to Amendment to S CORPORATION TERMINATION AND TAX SHARING AGREEMENT]
