It is the intent of the parties to this Agreement, and the Company has determined, that during the Consulting Period, the Service Provider shall be an independent contractor and not an employee of the Company, and nothing in this Agreement shall be construed to create an employment relationship between the Service Provider and the Company following the Employment Separation Date. As an independent contractor, the Service Provider shall not participate in any employee benefit plan or program or be subject to any employment rules, regulations or policies of the Company.  No amount will be deducted or withheld from the Company’s payments to the Service Provider under this Agreement for federal, state or local taxes and no FICA taxes will be payable by the Company on behalf of the Service Provider. The Service Provider will be solely responsible for making appropriate filings and payments to the appropriate governmental taxing authorities, including payments of all income taxes and self-employment taxes due on compensation received hereunder. The Service Provider is entitled to indemnification pursuant to Section 7.1 of the Company’s by-laws with respect to the Consulting and Transition Services performed under this Agreement.