Any payments made or benefits provided to Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract, except that to the extent that any such benefits are not paid to Executive in cash or concurrently with cash payment sufficient to satisfy applicable withholding obligations, Executive shall remit to the Company the amount of any applicable withholding taxes concurrently with the provision of such benefits. To the extent that any taxes may be payable by Executive for the benefits provided to Executive by this Agreement beyond those required to be withheld by the Company, Executive agrees to pay them directly to the taxing authority and to indemnify and hold the Company and its affiliates harmless for any tax claims or penalties, and associated attorneys’ fees and costs, resulting from any failure by Executive to make required payments.