It is expressly understood that Participant has acted as an independent contractor for the Corporation and that the Corporation will be required to report the compensation delivered under this Agreement to the Internal Revenue Service (the “IRS”), that Participant will be responsible for Participant’s tax liability, if any, and that the Corporation will prepare or cause to be prepared an IRS Form 1099 on behalf of Participant. If at any time the Corporation is required to withhold tax on account of the RSUs, the Corporation will require Participant to pay such withholding to the Corporation in cash upon demand.