All payments made pursuant to this Agreement shall be subject to withholding of such applicable income and employment taxes as the Company determines to be required by applicable law. Executive shall be solely responsible for all taxes imposed on Executive by reason of the receipt of any amount of compensation or benefits payable to Executive under this Agreement. Although the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any additional or excise taxes under Sections 409A or 4999 of the Internal Revenue Code (as amended from time to time, the “Code”), in no event whatsoever shall the Company or any of its affiliates have any obligation to pay, mitigate, or protect Executive from any such tax liabilities, including any imposed under Sections 409A and/or 4999.