Tax Withholding and Indemnification. All payments and awards contemplated or made pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement.

Tax Withholding and Indemnification. AllAcknowledgement. In connection with the payments and awards contemplated or madeconsideration provided to the Executive pursuant to this AgreementAgreement, the Company will withhold and remit to the tax authorities the amounts required under applicable law, and the Executive shall be subject to withholdings ofresponsible for all applicable taxes in compliance with all relevant lawsrespect to such payments and regulations of all appropriate government authorities.consideration under applicable law. The Executive acknowledges and agrees that he is not relying upon the advice or representation of the Company has neither made any assurances nor any guarantees concerningwith respect to the tax treatment of any paymentsof the Benefits set forth in Paragraph 2 of this Agreement or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement.otherwise.

Withholding; Tax Withholding and Indemnification.Effect. All payments and awards contemplated or made pursuantby the Company to the Executive under this Agreement willshall be subjectnet of any tax or other amounts required to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees thatbe withheld by the Company has neither madeunder applicable law. Nothing in this Agreement shall be construed to require the Company to make any assurances norpayments to compensate the Executive for any guarantees concerning theadverse tax treatment ofeffect associated with any payments or awards contemplated bybenefits or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and economic consequences of all payments and awards made pursuant to the Agreement.for any deduction or withholding from any payment or benefit.