Equity-Based Compensation Deductions Clause Samples

Equity-Based Compensation Deductions. Notwithstanding the provisions of Section 6.4(a), the Parties agree that, to the extent permitted by law, tax deductions for equity-based compensation described in Sections 5.1, 5.2, and 5.3 shall be allocated to and claimed by the entity or entities within the respective PNX Group or Spinco Group that employed the individual receiving the compensation during the relevant vesting period based on the number of months of such individual’s employment with such entity or entities. The entity claiming the deduction shall be responsible for any tax reporting obligations, including but not limited to the filing of any required form W-2, and payment of any taxes imposed upon the employer in respect of the corresponding amounts, in proportion to the amount claimed as a deduction. The Party in control of the payment of any such amounts shall be responsible for effecting the withholding of any applicable income and employment tax withholding required to be effected from any such payment. The Parties shall cooperate with each other to facilitate any required tax reporting obligations, including sharing, as relevant, information regarding amounts withheld from the payments to the employees. To the extent deductions cannot be claimed in the manner referenced in this Section 6.4(b), or are disallowed or adjusted on audit, the entity that receives the tax benefit shall reimburse the entity that would have received such tax benefit pursuant to the preceding sentence as and when realized. To the extent such reimbursement is treated as taxable income, the reimbursing party shall gross-up the reimbursement amount for taxes.