Common use of Payroll; Tax Reporting and Withholding Clause in Contracts

Payroll; Tax Reporting and Withholding. Upon the exercise of any ------------------------------------- nonqualified stock option, or the disqualifying disposition of stock acquired upon exercise of any incentive stock option, covered by the Employee Benefits Matters Agreement, the employer of the employee exercising such option or making such disqualifying disposition of stock shall be responsible for collecting from the employee and timely remitting to the applicable Taxing Authority any required income, employment, payroll, or other tax withholding with respect to the income to be recognized by such employee as a result of such exercise or disqualifying disposition, and shall include on such employee's annual wage statement or other payroll tax reporting form for the calendar year in which the option is exercised or the disqualifying disposition occurs the amount of such income and withholdings. In addition, upon the exercise of any nonqualified stock option, or the disqualifying disposition of stock acquired upon exercise of any incentive stock option, covered by the Employee Benefits Matters Agreement, the employer of the employee exercising such option or making such disqualifying disposition of stock shall be responsible for paying to any applicable Taxing Authority any Taxes imposed on an employer in connection with such exercise or disqualifying disposition. If an employee exercises an option with respect to, or makes a disqualifying disposition of, other than his or her employer's stock, then the issuer of that stock shall be required to provide the employer with information sufficient to allow the employer to satisfy its withholding and reporting obligations, including, without limitation, the number of option shares exercised or shares disposed of in a disqualifying disposition, the fair market value of the issuer's stock on the date of exercise and, if applicable, the date of disposition, and the option price paid for the stock. The issuer of such stock shall retain the stock to be issued upon the exercise of an option by a person who is not an employee of such issuer until such time as both the exercise price for the stock has been paid and any required withholding with respect to the income to be recognized by such person has been remitted to his or her employer. The employer, if the employer is not the issuer of the stock, shall promptly notify the issuer when such required withholding has been remitted.