Except for amounts withheld by the Company, Executive shall be solely responsible for any taxes due as a result of any payments or benefits provided for in this Agreement, other than the Company’s employer portion of social security, Medicare, or any other employment-related tax. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the U.S. Internal Revenue Code so as not to subject Executive to payment of any additional tax, penalty or interest imposed under Section 409A, and the provisions of this Agreement shall be construed and interpreted consistent with that intent.