The Company shall be entitled to deduct and withhold from the amounts payable under this Agreement such amounts as are required to be deducted and withheld under the Code and any other applicable tax laws.  Any such deducted and withheld amount shall be treated as though it had been paid to the person in respect of which such withholding was required, provided that the Company timely pays over such deducted and withheld amount to the applicable taxing authority.