During the Consulting Term, Executive will at all times be and remain an independent contractor. Executive will be free to exercise Executive’s own judgment as to the manner and method of providing the Consulting Services to the Company, subject to applicable laws and requirements reasonably imposed by the Company. Executive acknowledges and agrees that, during the Consulting Term, Executive will not be treated as an employee of the Company or any of its affiliates for purposes of federal, state, local or foreign income tax withholding, nor unless otherwise specifically provided by law, for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act or any Worker’s Compensation law of any state or country and for purposes of benefits provided to employees of the Company or any of its affiliates under any employee benefit plan. Executive acknowledges and agrees that as an independent contractor, Executive will be required, during the Consulting Term, to pay any applicable taxes on the fees paid to Executive.

Independent Contractor Status During the Consulting Term. Executive acknowledges that, during the Consulting Term, he is not an employee of the Company’s for any purpose and shall not be entitled to any benefits, privileges, or reimbursements given or extended by the Company to its employees. Executive further agrees that he shall be responsible for any payments of all federal, state and local taxes incident to the performance of Consulting Services, including the payment of all required withholding and social security taxes and the payment of all unemployment compensation remittances. Neither Executive nor the Company will be considered the agent or principal of the other for any purpose whatsoever and neither has authority to enter into any contract, assume any obligation, or make any representation or warranty on behalf of the other Party.

Independent Contractor. At all times during the Consulting Period, your status shall be that of an independent contractor, and you will not act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor. All consulting fees paid to you shall represent fees for services as an independent contractor, and shall therefore be paid without any deductions or withholdings taken therefrom for taxes or for any other purpose. The determination of any tax liability or other consequences of any payment made pursuant to the terms of this Agreement will be your sole responsibility and you will pay all taxes, if any, assessed on such payments under the applicable laws of any Federal, state, local or other jurisdiction. Except as described herein, during the Consulting Period, you will not be eligible to participate in any of the employee benefit plans or arrangements of the Company.