Tax Withholding. Employee acknowledges that such Retention Bonus shall constitute wages, and that with respect to any payments or benefits under this Agreement the Company shall deduct all amounts it is required to deduct and withhold under any applicable federal, state or local tax laws (including, for the avoidance of doubt, any applicable income or employment taxes required to be deducted and withheld from such payments).

Tax Withholding. All payments under this Agreement are stated in gross amounts and shall be subject to customary withholding and other amounts required by law to be withheld. The Company shall be entitled to deduct or withhold from any amounts owing from the Company to Employee any federal, state, local or foreign withholding taxes, excise tax, or employment tax (“Taxes”) imposed with respect to Employee’s compensation or other payments from the Company, or Employee’s ownership interest in the Company (including wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). The Company makes no representations about the tax treatment of the compensation or benefits paid under this Agreement and the Employee shall be responsible for any taxes payable with respect to such compensation or benefits, other than the employer paid portion of any applicable employment taxes.