Common use of Payroll Reporting and Withholding Clause in Contracts

Payroll Reporting and Withholding. (a) Agritope and Epitope hereby adopt the "standard procedure" for preparing and filing IRS Forms W-2 (Wage and Tax Statements) and W-3 (Transmittal of Income and Tax Statements), as described in Section 4 of Revenue Procedure 96-60 ("Rev. Proc. 96-60"). Under this procedure Epitope must perform all reporting duties for the wages and other compensation it has paid to Employees prior to the Distribution Date, including the furnishing and filing of Forms W-2 and W-3. Agritope will be responsible for all reporting duties for the wages and other compensation it pays to Agritope Employees. (b) Epitope will keep on file all Forms W-4 (Employee's Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate) provided by Agritope Employees. Agritope Employees must provide Agritope with new Forms W-4 and W-5 for the year in which the Distribution occurs. (c) With respect to Agritope Employees with garnishments, tax levies, child support orders, qualified medical child support orders, and wage assignments in effect with Epitope on the Distribution Date, Agritope shall be responsible for honoring such payroll deduction authorizations or court or governmental orders applicable to Agritope Plans, and will continue to make payroll deductions and payments to any authorized payee, as specified by the court or governmental order that was filed with Epitope. Epitope shall provide Agritope with full information about any such matters before the Distribution Date. (d) Unless otherwise prohibited by law or provided by this Agreement or another agreement entered into in connection with the Distribution, or by a Plan document, with respect to Agritope Employees with authorizations for payroll deductions in effect with Epitope on the Distribution Date, Agritope as the successor employer will honor such payroll deduction authorizations relating to each Agritope Employee, and shall not require that such Agritope Employee submit a new authorization to the extent that the type of deduction by Agritope does not differ from that made by Epitope. Any such payroll deduction in favor of Epitope shall continue to be withheld by Agritope for Epitope's benefit.