Entire Agreement and Amendment. This Agreement and the Plan constitute the entire agreement of the parties with respect to the shares of Stock subject to this Award and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to such Stock. No modification or waiver of any of the provisions of this Agreement that is material and adverse to you shall be effective unless in writing and signed by both parties.

Entire Agreement and Amendment.Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the shares of Stock subject to this Award and supersede in their entirety all prior undertakings and agreements of the Company and youthe Holder with respect to such Stock. No modification or waivershares of anyStock, and may not be modified adversely to the Holder’s interest except by means of the provisions of this Agreement that is material and adverse to you shall be effective unless ina writing and signed by both parties.the Company and the Holder.