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,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 willhe is not be treated as 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 any of its affiliates for purposes of federal, state, local or foreign income tax withholding, nor unless otherwise specifically provided by law, for purposesprincipal of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Actother for any purpose whatsoever and neither has authority to enter into any contract, assume any obligation, or make any Worker’s Compensation law of any staterepresentation or country and for purposes of benefits provided to employeeswarranty on behalf 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.other Party.

Independent Contractor. 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, ExecutivePeriod, your status shall be that of an independent contractor, and you will not be treatedact as an employeea representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any of its affiliates for purposes of federal, state, local or foreign income tax withholding, nor unless otherwise specifically provided by law, for purposes ofmanner whatsoever without obtaining 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 employeesprior written approval of the Company or any of its affiliates under any employee benefit plan. Executive acknowledges and agrees thattherefor. All consulting fees paid to you shall represent fees for services as an independent contractor, Executiveand 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 required,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 Term,Period, you will not be eligible to payparticipate in any applicable taxes onof the fees paid to Executive.employee benefit plans or arrangements of the Company.