definiens: and [COMPANY] as a within themeaning of Sections 3121(a)(1 ) and 3306(b)(1 ) of the Code, with respect to [COMPANY] Employeesand [COMPANY] Transferred Employees for purposes of taxes imposed under the United StatesFederal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and(ii ) cooperate with each other to avoid, to the extent possible, the filing of more than one IRSForm W-2 with respect to each [COMPANY] Employee and [COMPANY] Transferred Employees for thecalendar year in which the Redemption occurs . [COMPANY] and [COMPANY] shall each bear itsresponsibility for payroll tax obligations and for the proper reporting to the appropriateGovernmental Authorities of compensation earned by their respective employees after theRedemption Date, including compensation related to the exercise of options