Tax Consequences. The Company (and/or any parent, subsidiary or other affiliate of the Company, as applicable) will have the right and authority to deduct from any payments or benefits under this Agreement, including without limitation any Severance Benefits, all applicable federal, state, local, and/or nonU.S. taxes or other required withholdings and payroll deductions (“Withholdings”). The Company (and/or any parent, subsidiary or other affiliate of the Company, as applicable) make no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on Employee’s behalf under the terms of this Agreement, including without limitation any Severance Benefits. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Releasees harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company Group for any amounts claimed due on account of # Employee’s failure to pay or delayed payment of federal or state taxes, or # damages sustained by the Company Group by reason of any such claims, including attorneys’ fees and costs. The parties to this Agreement agree and acknowledge that the payments made pursuant to Section 1 of this Agreement are not related to sexual harassment or sexual abuse and not intended to fall within the scope of 26 U.S.C. Section 162(q).

Tax Consequences. TheTaxation and Withholding. Employee acknowledges that payments and benefits hereunder may be taxable and that the Company (and/makes no representation or warranty regarding the income tax effects of any parent, subsidiarypayment or other affiliate of the Company, as applicable) will have the right and authority to deduct from any payments or benefits under this Agreement, including without limitation any Severance Benefits, all applicable federal, state, local, and/or nonU.S. taxes or other required withholdings and payroll deductions (“Withholdings”). The Company (and/or any parent, subsidiary or other affiliate of the Company, as applicable) make no representations or warrantiesbenefit provided hereunder. Employee shall be solely responsible for Employee’s liability with respect to the tax consequences of theall payments and any other considerationbenefits provided to Employee or made on Employee’s behalf under the terms of this Agreement, including without limitation any Severance Benefits. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Releasees harmlessSeparation Agreement. Company may withhold from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments,amounts payable under this Separation Agreement such federal, state or recoveries by any government agency against the Company Group for any amounts claimed due on account of # Employee’s failurelocal taxes as shall be required to pay or delayed payment of federal or state taxes, or # damages sustained by the Company Group by reason of any such claims, including attorneys’ fees and costs. The parties to this Agreement agree and acknowledge that the payments madebe withheld pursuant to Section 1 of this Agreement are not related to sexual harassmentany applicable law or sexual abuse and not intended to fall within the scope of 26 U.S.C. Section 162(q).regulation.

Tax Consequences.Matters. The Company (and/or any parent, subsidiary or other affiliate of the Company, as applicable) will have the rightwithhold required federal, state and authority to deductlocal taxes from any payments or benefits under this Agreement, including without limitationand all Severance Benefits. Other than the Company’s obligation and right to withhold federal, state and local taxes, you will be responsible for any Severance Benefits,and all applicable federal, state, local, and/or nonU.S. taxes or other required withholdingstaxes, interest, and payroll deductions (“Withholdings”). The Company (and/or any parent, subsidiary or other affiliate of the Company, as applicable) make no representations or warrantiespenalties that may be imposed with respect to the tax consequences ofSeverance Benefits, including, but not limited to, those imposed under Internal Revenue Code Section 409A (“[Section 409A]”). To the paymentsextent that this Agreement is subject to Section 409A, you and any other consideration provided to Employee or made on Employee’s behalf underthe Company agree that the terms of this Agreement, including without limitation any Severance Benefits. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Releasees harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company Group for any amounts claimed due on account of # Employee’s failure to pay or delayed payment of federal or state taxes, or # damages sustained by the Company Group by reason of any such claims, including attorneys’ fees and costs. The parties to this Agreement agree and acknowledge that the payments made pursuant to Section 1conditions of this Agreement are not relatedwill be construed and interpreted to sexual harassmentthe maximum extent reasonably possible to comply with and avoid the imputation of any tax, penalty or sexual abuse and not intended to fall within the scope of 26 U.S.C.interest under Section 162(q).409A.

Tax Consequences. The Company (and/or any parent, subsidiary or other affiliate ofAll payments made pursuant to the Company, as applicable)Severance and Release Agreements will have the right and authoritybe subject to deduct from any payments or benefits under this Agreement, including without limitation any Severance Benefits, allwithholding of applicable federal, state, local, and/or nonU.S. taxes or other required withholdingsstate and local payroll deductions (“Withholdings”). The Company (and/and withholdings. Notwithstanding the foregoing, You are solely responsible and liable for the satisfaction of any federal, state, or any parent, subsidiary or other affiliate of the Company, as applicable) make no representations or warrantieslocal taxes that may arise with respect to the tax consequencesSeverance and Release Agreements. Neither ​ nor any of the payments andits employees, directors, or service providers shall have any other consideration providedobligation whatsoever to Employeepay any such taxes or made on Employee’s behalf under the terms of this Agreement, including without limitation any Severance Benefits. Employee agrees and understands that Employee is responsible for payment, if any, of local, state, and/interest, to prevent You from incurring them, or federal taxes on the payments and any other consideration provided hereunder and any penaltiesto mitigate or assessments thereon. Employee further agrees to indemnify and hold the Releasees harmlessprotect You from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments,such tax or recoveries by any government agency against the Company Group for any amounts claimed due on account of # Employee’s failure to pay or delayed payment of federal or state taxes, or # damages sustained by the Company Group by reason of any such claims, including attorneys’ fees and costs. The parties to this Agreement agree and acknowledge that the payments made pursuant to Section 1 of this Agreement are not related to sexual harassment or sexual abuse and not intended to fall within the scope of 26 U.S.C. Section 162(q).interest liabilities.