The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (“Tax-Related Items”) which it is from time to time required to withhold. Notwithstanding the foregoing, regardless of any action taken by the Company, the ultimate liability for all Tax-Related Items is and remains Executive’s responsibility and may exceed the amount actually withheld by the Company, if any.