The parties acknowledge and agree that: the form and timing of the Retirement Agreement Payments and the other payments and benefits to be provided pursuant to this Retirement Agreement are intended to be exempt from or to comply with the requirements of Section 409A, including the requirement for a six-month suspension on payments to “specified employees” as defined in Section 409A that are not otherwise permitted to be paid within the six-month suspension period. Notwithstanding the foregoing, it is also agreed that you have had the opportunity to seek the advice of independent tax counsel with respect to the potential application of Section 409A to the Retirement Agreement Payments and the other payments and benefits described in this Retirement Agreement, and are not relying upon the advice of the Company or any person affiliated with the Company with respect thereto. In no event shall the Company or any person affiliated with the Company have any liability to you with respect to any adverse tax consequences, under Section 409A or otherwise, related to the payment of the Retirement Agreement Payments and the other payments and benefits described in this Retirement Agreement.