Common use of Tax Reporting and Withholding Clause in Contracts

Tax Reporting and Withholding. (i) Except as otherwise provided in this Section 4.02(f), after the Effective Time, Post-Separation Rayonier Awards, regardless of by whom held, shall be settled by Rayonier, and SpinCo Awards, regardless of by whom held, shall be settled by SpinCo. (ii) Upon the vesting of SpinCo Awards, SpinCo shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each SpinCo Group Employee or Former SpinCo Group Employee and for ensuring the collection and remittance of employee withholding taxes to the Rayonier Group with respect to each Rayonier Group Employee or Former Rayonier Group Employee (with Rayonier Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Rayonier Group Employees and Former Rayonier Group Employees to the applicable Governmental Authority). Upon the vesting of Post-Separation Rayonier Awards, Rayonier shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Rayonier Group Employee or Former Rayonier Group Employee and for ensuring the collection and remittance of employee withholding taxes to the SpinCo Group with respect to each SpinCo Group Employee or Former SpinCo Group Employee (with SpinCo Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to SpinCo Group Employees and Former SpinCo Group Employees to the applicable Governmental Authority). Following the Effective Time, Rayonier shall be responsible for all income tax reporting in respect of Post-Separation Rayonier Awards and SpinCo Awards held by Rayonier Group Employees, Former Rayonier Group Employees and individuals who are or were Rayonier non-employee directors, and SpinCo will be responsible for all income tax reporting in respect of Post-Separation Rayonier Awards and SpinCo Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (iii) SpinCo shall be responsible for the settlement of cash dividend equivalents on any Post-Separation Rayonier Awards or SpinCo Awards held by a SpinCo Group Employee, Former SpinCo Group Employee or Transferred Director. Prior to the date any such settlement is due, Rayonier shall pay SpinCo in cash amounts required to settle (A) any dividend equivalents with respect to Post-Separation Rayonier Awards and (B) any dividend equivalents accrued prior to the Effective Time with respect to SpinCo Awards. Rayonier shall be responsible for the settlement of cash dividends equivalents on any Post-Separation Rayonier Awards or SpinCo Awards held by a Rayonier Group Employee, Former Rayonier Group Employee or non-employee director of Rayonier. Prior to the date any such settlement is due, SpinCo shall pay Rayonier in cash amounts required to settle any dividend equivalents accrued following the Effective Time with respect to SpinCo Awards. (iv) Following the Effective Time, if any Post-Separation Rayonier Award held by a SpinCo Group Employee, Former SpinCo Group Employee or Transferred Director shall fail to become vested, such Post-Separation Rayonier Award shall be forfeited to Rayonier, and if any SpinCo Award held by a Rayonier Group Employee, Former Rayonier Group Employee or non-employee director of Rayonier shall fail to become vested, such SpinCo Award shall be forfeited to SpinCo.

Tax Reporting and Withholding. With respect to all Crane Holdings, Co. Equity Compensation Awards that are adjusted in connection with the Distribution pursuant to this Article III: (i) Except Crane Company (or one or more members of the Crane Company Group, as otherwise provided designated by Crane Company) shall be responsible for (i) the satisfaction of applicable tax reporting and withholding requirements in this Section 4.02(f)respect of the issuance, vesting or settlement, on or after the Effective TimeDistribution Date, Post-Separation Rayonier Awards, of all such awards (regardless of whether, as adjusted, they are Crane NXT, Co. Equity Compensation Awards or Crane Company Equity Compensation Awards) held by whom heldCrane Company Legacy Award Holders, shall be settled by RayonierCrane NXT, Co. Legacy Award Holders, Crane Company Employees, and SpinCo AwardsCrane Company Transferred Non-Employee Directors (if not also serving as of the Effective Time as a Crane NXT., regardless Co. Non-Employee Director) and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of by whom heldthe distribution and vesting of all such awards, shall be settled by SpinCoto the extent applicable. (ii) Upon the vesting of SpinCo AwardsCrane NXT, SpinCo shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each SpinCo Group Employee Co. (or Former SpinCo Group Employee and for ensuring the collection and remittance of employee withholding taxes to the Rayonier Group with respect to each Rayonier Group Employee one or Former Rayonier Group Employee (with Rayonier Group being responsible for remittance more members of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Rayonier Group Employees and Former Rayonier Group Employees to the applicable Governmental Authority). Upon the vesting of Post-Separation Rayonier AwardsCrane NXT Group, Rayonier shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Rayonier Group Employee or Former Rayonier Group Employee and for ensuring the collection and remittance of employee withholding taxes to the SpinCo Group with respect to each SpinCo Group Employee or Former SpinCo Group Employee (with SpinCo Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to SpinCo Group Employees and Former SpinCo Group Employees to the applicable Governmental Authority). Following the Effective Timeas designated by Crane NXT, Rayonier Co.) shall be responsible for all income (i) the satisfaction of applicable tax reporting and withholding requirements in respect of Post-Separation Rayonier the issuance, vesting or settlement, on or after the Distribution Date, of all such awards (regardless of whether, as adjusted, they are Crane NXT, Co. Equity Compensation Awards and SpinCo Awards or Crane Company Equity Compensation Awards) held by Rayonier Group Crane NXT, Co. Employees, Former Rayonier Group Employees and individuals who are (other than as provided in Section 3.3(a)(i) with respect to Crane Company Transferred Non-Employee Directors) Crane Holdings, Co. Non-Employee Directors and (ii) remitting the appropriate tax or were Rayonier non-employee directors, and SpinCo will be responsible for all income tax reporting withholding amounts to the appropriate taxing authorities in respect of Post-Separation Rayonier Awards the distribution and SpinCo Awards held by SpinCo Group Employeesvesting of all such awards, Former SpinCo Group Employees and Transferred Directors. (iii) SpinCo shall be responsible for the settlement of cash dividend equivalents on any Post-Separation Rayonier Awards or SpinCo Awards held by a SpinCo Group Employee, Former SpinCo Group Employee or Transferred Director. Prior to the date any such settlement is due, Rayonier shall pay SpinCo in cash amounts required to settle (A) any dividend equivalents with respect to Post-Separation Rayonier Awards and (B) any dividend equivalents accrued prior to the Effective Time with respect to SpinCo Awards. Rayonier shall be responsible for the settlement of cash dividends equivalents on any Post-Separation Rayonier Awards or SpinCo Awards held by a Rayonier Group Employee, Former Rayonier Group Employee or non-employee director of Rayonier. Prior to the date any such settlement is due, SpinCo shall pay Rayonier in cash amounts required to settle any dividend equivalents accrued following the Effective Time with respect to SpinCo Awardsextent applicable. (iv) Following the Effective Time, if any Post-Separation Rayonier Award held by a SpinCo Group Employee, Former SpinCo Group Employee or Transferred Director shall fail to become vested, such Post-Separation Rayonier Award shall be forfeited to Rayonier, and if any SpinCo Award held by a Rayonier Group Employee, Former Rayonier Group Employee or non-employee director of Rayonier shall fail to become vested, such SpinCo Award shall be forfeited to SpinCo.