The Company and the Bank may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company and the Bank determine are required or authorized to be withheld pursuant to any applicable law or regulation. Except for any tax amounts withheld by the Company and the Bank from any compensation that Executive may receive in connection with Executive’s employment with the Company and the Bank and any employer taxes required to be paid by the Company and the Bank under applicable laws or regulations, Executive is solely responsible for payment of any and all taxes owed in connection with any compensation, benefits, reimbursement amounts or other payments Executive receives from the Company or the Bank under this Agreement or otherwise in connection with Executive’s employment with the Company and the Bank. The Company and the Bank do not guarantee any particular tax consequence or result with respect to any payment made by the Company or the Bank under this Agreement. In no event should this Section 10 or any other provision of this Agreement be construed to require the Company or the Bank to provide any gross-up for the tax consequences of any provisions of, or payments under, this Agreement, and the Company or the Bank has no responsibility for tax or legal consequences to Executive resulting from the terms or operation of this Agreement.