Common use of Tax Withholding and Reporting Clause in Contracts

Tax Withholding and Reporting. The Executive is responsible for payment of all taxes applicable to benefits paid or provided to Executive under this Agreement, except the employer portion of applicable federal, state and local employment tax obligations. The Corporation shall withhold any taxes owed by the Executive that are required to be withheld, including federal, state and local income and employment tax withholding obligations, from the benefits provided under this Agreement or from any other compensation otherwise payable to the Executive. The Executive acknowledges that the Corporation’s sole liability regarding such withholding taxes is to forward any amounts withheld to the appropriate taxing authority(ies). The Executive agrees that appropriate amounts for withholding may be deducted from the cash salary, bonus or other payments due to Executive by the Corporation, including payments due under this Agreement. If insufficient cash wages are available or if Executive so desires, Executive may remit payment in cash for the withholding amounts. In addition, the Corporation shall be responsible for withholding and payment to appropriate taxing authority(ies) of all employment tax obligations required to be paid and withheld by the Corporation pursuant to Code Section 3121(v) and regulations promulgated thereunder or any other applicable law on the present value of benefits hereunder which are vested but not yet payable. In that regard, payment under this Agreement may be accelerated to pay the FICA tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2), where applicable, on benefits paid or provided to Executive under this Agreement (the “FICA Amount”) or to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA Amount, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided that the total amount accelerated pursuant to this sentence may not exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount. Withholding and payment of any taxes under this Section 9.4 shall reduce the amount of the benefits otherwise payable to the Executive.

Tax Withholding and Reporting. The Executive is responsible for payment of all taxes (a) Except as otherwise required by applicable to benefits paid or provided to Executive under this Agreementnon-U.S. law, except the employer portion of applicable federal, state and local employment tax obligations. The Corporation shall withhold any taxes owed by the Executive that are required to be withheld, including federal, state and local income and employment tax withholding obligations, from the benefits provided under this Agreement or from any other compensation otherwise payable to the Executive. The Executive acknowledges that the Corporation’s sole liability regarding such withholding taxes is to forward any amounts withheld to the appropriate taxing authority(ies). The Executive agrees that appropriate amounts for withholding may be deducted from member of the cash salary, bonus or other payments due to Executive by the Corporation, including payments due under this Agreement. If insufficient cash wages are available or if Executive so desires, Executive may remit payment in cash for the withholding amounts. In addition, the Corporation shall Manitowoc ParentCo Group will be responsible for all income and payroll taxes, withholding and payment reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc ParentCo Employees and Former Cranes Business Employees. Except as otherwise required by applicable non-U.S. law, the appropriate taxing authority(ies) member of the Manitowoc Foodservice Group will be responsible for all employment tax obligations required income and payroll taxes, withholding and reporting with respect to be paid Cranes Equity Compensation Awards and withheld Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees. Manitowoc ParentCo and Manitowoc Foodservice hereby designate the other party as an agent for withholding pursuant to IRS Revenue Procedure 70-6 and to accept such designation to effectuate the intent of this Section 9.3(a). Manitowoc ParentCo or Manitowoc Foodservice, as applicable, shall facilitate performance by the Corporation pursuant other party to Code Section 3121(v) and regulations promulgated thereunder or any other applicable law on the present value of benefits hereunder which are vested but not yet payable. In that regard, payment under this Agreement may be accelerated to pay the FICA tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2), where applicable, on benefits paid or provided to Executive under this Agreement (the each a “FICA AmountParty”) of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to pay the income other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax at source on wages reporting, in a timely, efficient and appropriate manner. Manitowoc ParentCo and Manitowoc Foodservice shall, to the extent practicable, (i) treat Manitowoc Foodservice as a “successor employer” and Manitowoc ParentCo as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under Code Section 3401 the United States Federal Unemployment Tax Act or the corresponding United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Manitowoc Foodservice Group Employee for the year in which the Manitowoc Foodservice Employment Date for such Manitowoc Foodservice Group Employee occurs. The obligations to cooperate and support the other in respect of such tax withholding provisions of applicable state, local, or foreign tax laws as a result and remittance shall not continue beyond the tenth (10th) anniversary of the payment of the FICA Amount, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided that the total amount accelerated pursuant to this sentence may not exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount. Withholding and payment of any taxes under this Section 9.4 shall reduce the amount of the benefits otherwise payable to the ExecutiveDistribution Date.

Tax Withholding and Reporting. The Executive is responsible for payment of all taxes applicable to benefits paid or provided to Executive under this Agreement, except the employer portion of applicable federal, state and local employment tax obligations. The Corporation Bank shall withhold any taxes owed by the Executive that are required to be withheld, including federal, state and local income and employment tax withholding obligations, from the benefits provided under this Agreement or from any other compensation otherwise payable to the Executive. The Executive acknowledges that the CorporationBank’s sole liability regarding such withholding taxes is to forward any amounts withheld to the appropriate taxing authority(ies). The Executive agrees that appropriate amounts for withholding may be deducted from the cash salary, bonus or other payments due to Executive by the CorporationBank, including payments due under this Agreement. If insufficient cash wages are available or if Executive so desires, Executive may remit payment in cash for the withholding amounts. In addition, the Corporation Bank shall be responsible for withholding and payment to appropriate taxing authority(ies) of all employment tax obligations required to be paid and withheld by the Corporation Bank pursuant to Code Section 3121(v) and regulations promulgated thereunder or any other applicable law on the present value of benefits hereunder which are vested but not yet payable. In that regard, payment under this Agreement may be accelerated to pay the FICA tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2), where applicable, on benefits paid or provided to Executive under this Agreement (the “FICA Amount”) or to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA Amount, and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes; provided that the total amount accelerated pursuant to this sentence may not exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount. Withholding and payment of any taxes under this Section 9.4 shall reduce the amount of the benefits otherwise payable to the Executive.

Tax Withholding and Reporting. The Executive is responsible for payment of all taxes (a) Except as otherwise required by applicable to benefits paid or provided to Executive under this Agreementnon-U.S. law, except the employer portion of applicable federal, state and local employment tax obligations. The Corporation shall withhold any taxes owed by the Executive that are required to be withheld, including federal, state and local income and employment tax withholding obligations, from the benefits provided under this Agreement or from any other compensation otherwise payable to the Executive. The Executive acknowledges that the Corporation’s sole liability regarding such withholding taxes is to forward any amounts withheld to the appropriate taxing authority(ies). The Executive agrees that appropriate amounts for withholding may be deducted from member of the cash salary, bonus or other payments due to Executive by the Corporation, including payments due under this Agreement. If insufficient cash wages are available or if Executive so desires, Executive may remit payment in cash for the withholding amounts. In addition, the Corporation shall Manitowoc ParentCo Group will be responsible for all income and payroll taxes, withholding and payment reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc ParentCo Employees and Former Cranes Business Employees. Except as otherwise required by applicable non-U.S. law, the appropriate taxing authority(ies) member of the Manitowoc Foodservice Group will be responsible for all employment tax obligations required income and payroll taxes, withholding and reporting with respect to be paid Cranes Equity Compensation Awards and withheld Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees. Manitowoc ParentCo and Manitowoc Foodservice hereby designate the other party as an agent for withholding pursuant to IRS Revenue Procedure 70-6 and to accept such designation to effectuate the intent of this Section 9.3(a). Manitowoc ParentCo or Manitowoc Foodservice, as applicable, shall facilitate performance by the Corporation pursuant other party to Code Section 3121(v) and regulations promulgated thereunder or any other applicable law on the present value of benefits hereunder which are vested but not yet payable. In that regard, payment under this Agreement may be accelerated to pay the FICA tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2), where applicable, on benefits paid or provided to Executive under this Agreement (the each a “FICA AmountParty”) of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to pay the income other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax at source on wages reporting, in a timely, efficient and appropriate manner. Manitowoc ParentCo and Manitowoc Foodservice shall, to the extent practicable, (i) treat Manitowoc Foodservice as a “successor employer” and Manitowoc ParentCo as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under Code Section 3401 the United States Federal Unemployment Tax Act or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA AmountUnited States Federal Insurance Contributions Act, and (ii) cooperate with each other to pay the additional income tax at source on wages attributable avoid, to the pyramiding Code Section 3401 wages extent possible, the filing of more than one IRS Form W-2 with respect to each Manitowoc Foodservice Group Employee for the year in which the Manitowoc Foodservice Employment Date for such Manitowoc Foodservice Group Employee occurs. The obligations to cooperate and taxes; provided that support the total amount accelerated pursuant to this sentence may not exceed the aggregate other in respect of the FICA Amount and the income such tax withholding related to and remittance shall not continue beyond the termination or expiration of such FICA Amount. Withholding and payment of any taxes or similar transition services under this Section 9.4 shall reduce the amount of the benefits otherwise payable to the ExecutiveTransition Services Agreement.