The Director is an independent contractor and will not be deemed as an employee of the Company for any purposes by virtue of this Agreement. The Director shall be solely responsible for the payment or withholding of all federal, state, or local income taxes, social security taxes, unemployment taxes, and any and all other taxes relating to the compensation he or she earns under this Agreement. The Director shall not, in his or her capacity as a director of the Company, enter into any agreement or incur any obligations on the Company’s behalf, without appropriate Board action.

Independent Contractor. The Parties understand and agree that Director is an independent contractor and not an employee of the Company. Director has no authority to obligate the Company by contract or otherwise. Director recognizes and agrees that no amount will be withheld or deducted from his compensation for payment of any federal, state, county, or local taxes (except as otherwise required by applicable law or regulation) and that Director has sole responsibility to pay such taxes, if any, and file such returns as shall be required by applicable laws and regulations. The Parties agree that Director will not be eligible for any employee benefits or unemployment benefits nor will the Company make deductions from Director’s compensation pursuant to any private or public benefit program.