Entire Agreement; Amendment. This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

Modification. This Agreement, together withAgreement and the Plan, containsPlan constitute the entire agreement betweenof the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.hereof. The Committee shall have the right, in its sole discretion, tomay amend, modify or amendterminate this Agreement from time to time in accordance with and as[Section 17] of the Plan, provided inthat no such amendment or modification shall adversely affect the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice toright of the Participant of any such modification or amendment ofunder this Agreement without the Participant’s written consent other than as soon as practicable afterset forth in [Section 17(b)] of the adoption thereof.Plan.

Entire Agreement; Amendment.Amendment and Termination. This Agreement, together with the Plan,Agreement contains the entire agreement betweenunderstanding of the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreementsparties. No amendment or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendmenttermination of this Agreement as soon as practicable afterthat would be adverse to the adoption thereof.rights of the Participant shall be made by the Board, the Committee or the Plan Administrator at any time without the written consent of the Participant. No amendment or termination of the Plan will adversely affect the right, title and interest of the Participant under this Agreement or to the Award granted hereunder without the written consent of the Participant.

Modification. This Agreement, together withAgreement and the Plan, containsPlan constitute the entire agreement betweenof the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.hereof. The Committee shall have the right, in its sole discretion, tomay amend, modify or amendterminate this Agreement from time to time in accordance with and as[Section 17] of the Plan, provided inthat no such amendment or modification shall adversely affect the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice toright of the Participant of any such modification or amendment ofunder this Agreement without the Participant’s written consent other than as soon as practicable afterset forth in [Section 17(b)] of the adoption thereof.Plan.

Modification. This Agreement, together withAgreement and the Plan, containsPlan constitute the entire agreement betweenof the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.hereof. The Committee shall have the right, in its sole discretion, tomay amend, modify or amendterminate this Agreement from time to time in accordance with and as[Section 17] of the Plan, provided inthat no such amendment or modification shall adversely affect the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice toright of the Participant of any such modification or amendment ofunder this Agreement without the Participant’s written consent other than as soon as practicable afterset forth in [Section 17(b)] of the adoption thereof.Plan.

Entire Agreement; Amendment.Modification. This Agreement, together withAgreement and the Plan, containsPlan contain the entire agreement between the parties hereto with respect to the subject matter contained herein,herein and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with andmay not be modified except as provided in the Plan. This AgreementPlan or in a written document signed by each of the parties hereto and may also be modified or amendedrescinded only by a writingwritten agreement signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.parties.

Amendments. Except as otherwise provided herein or in the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended only by a writingwritten agreement that identifies itself as an amendment to this Agreement and that is signed by both the CompanyParticipant and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.Company.

Entire Agreement; Amendment.Agreement. This Agreement, together with the Plan, containsconstitutes the entire agreement and understanding between the parties hereto with respect to the subject matter contained herein,hereof and supersedes all prior oral or written agreements or prior understandings, whether written or oral, between the partiesand understandings relating to suchthe subject matter. The Committee shall have the right,matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in its sole discretion, to modify or amend this Agreement from timeshall affect or be used to time in accordance withinterpret, change or restrict the express terms and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendmentprovisions of this Agreement as soon as practicable afterprovided, however, in any event, this Agreement shall be subject to and governed by the adoption thereof.Plan.

Entire Agreement; Amendment. This Agreement, together with the Plan, containsAgreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties hereto with respect to the DSUs granted hereby. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter contained herein,hereof are hereby null and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter.void and of no further force and effect. The Committee shall have the right,may, in its sole discretion, to modify or amend this Agreement from time to time in accordanceany manner that is not inconsistent with andthe Plan; provided, however, that except as otherwise provided in the Plan. This Agreement may alsoPlan or this Agreement, any such amendment that materially and adversely reduces the rights of the Participant shall be modified or amended by aeffective only if it is in writing and signed by both the CompanyParticipant and an authorized officer of the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.Company.

Entire Agreement; Amendment.Agreement. This Agreement, together with the Plan, contains the entire agreementsupersede any and all other prior understandings and agreements, either oral or in writing, between the parties hereto with respect to the subject matter contained herein,in this Agreement and supersedes all priorconstitute the only agreements or prior understandings, whether written or oral, between the parties relatingwith respect to suchthe subject matter. The Committee shall havematter in this Agreement. Except for the right,Employment Agreement between the Participant and the Company (if any), all prior negotiations and agreements between the parties with respect to the subject matter in its sole discretion, to modify or amend this Agreement from timeare merged into this Agreement. Each party to time in accordance with and as provided in the Plan. Thisthis Agreement may also be modifiedacknowledges that no representations, inducements, promises, or amendedagreements, orally or otherwise, have been made by a writing signedany party or by both the Company and the Participant. The Company shall give written notice to the Participantanyone acting on behalf of any such modification or amendment ofparty, which are not embodied in this Agreement as soon as practicable afteror the adoption thereof.Plan and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.