Integration. This Agreement, together with the Exhibit, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing that is signed by duly authorized representatives of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Company at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.

Integration. This Agreement, together with the Exhibit,Exhibits hereto, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing that isand signed by duly authorized representatives of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Company at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.Company.

Integration. This Agreement, together withAgreement (including the Exhibit, representsExhibits hereto contains the entire agreement and understanding betweenof the parties asParties with respect to the subject matter hereinof this Agreement and supersedes all priorprevious communications, representations, under-standings and agreements, either oral or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any ofwritten, between the Parties with respect to said subject matter. This Agreement may not be amended, except by a writing signed by both Parties and in a form specifically referencing the modified provisions of this Agreement will be binding unless in a writing that is signed by duly authorized representatives of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Company at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.

Integration. This Agreement,Agreement together with any exhibits or schedules attached hereto, including any documents expressly incorporated into it by the Exhibit, representsterms of this Agreement, constitutes the entire agreement and understanding between the parties asand supersedes all prior oral and written agreements, understandings, negotiations, and discussions relating to the subject matter herein and supersedes all priorof this Agreement. With this Agreement the parties rescind any previous agreements or contemporaneous agreements whether writtenarrangements between themselves. Any supplement, modification, waiver, or oral. No waiver, alteration, or modification of any of the provisionstermination of this Agreement will be binding unlessis valid only if it is set forth in a writing that isand signed by duly authorized representatives of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the termsboth parties. The waiver of any plan, program, policy, or arrangement may be amended or terminated by the Company atprovision of this Agreement shall not constitute a waiver of any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that isother provisions and, unless otherwise stated, shall not in this Agreement.constitute a continuing waiver.

Entire Agreement. Except as provided in the written benefit plans and programs and agreements of Company in effect during the Term, this Agreement is an integration of the Parties’ agreement; no agreement or representations, oral or otherwise, express or implied, with the Exhibit, represents the entire agreement and understanding between the parties asrespect to the subject matter hereinhereof have been made by either Party which are not set forth expressly in this Agreement; and, except as expressly stated herein, this Agreement contains the entire understanding of the Parties in respect of the subject matter and supersedes and replaces in full all prior or contemporaneous agreements whether written or oral. No waiver, alteration,oral agreements and understandings between the Parties with respect to such subject matters. Without limiting the scope of the preceding sentence, all prior understandings and agreements among the Parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. Notwithstanding the foregoing, the Parties acknowledge and agree that the provisions regarding non-disclosure, non-competition and non-solicitation herein (including such provisions in [Section 6] above) complement and are in addition to (and do not replace or modificationsupersede) all obligations that Executive has to Company, any member of the Company Group or any of the provisions of this Agreement will be binding unlesstheir respective affiliates with respect to confidentiality, non-disclosure, non-competition and non-solicitation, as set forth in a writing that is signed by duly authorized representatives of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Companyother written agreement and as exist at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.common law.

Integration. ThisThe parties understand and agree that the preceding sections recite the sole consideration for this Agreement; that no representation or promise has been made by Company or Executive concerning the subject matter of this Agreement, together with the Exhibit, represents the entire agreementexcept as expressly set forth in this Agreement; and understandingthat all agreements and understandings between the parties as toconcerning the subject matter hereinof this Agreement are embodied and supersedesexpressed in this Agreement. This Agreement shall supersede all prior or contemporaneous agreements and understandings among the parties whether written or oral. No waiver, alteration,oral, express or modificationimplied, with respect to the employment, termination and benefits of Employee in the event of a Qualifying Termination, including without limitation, any ofemployment‑related agreement or benefit plan, except to the extent that the provisions of any such agreement or plan have been expressly referred to in this Agreement will be binding unless in a writing that is signed by duly authorized representatives of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Company at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.as having continued effect.

Entire Agreement. This Agreement, together with the Exhibit, representsAgreement contains the entire agreement of the parties. It supersedes any and understandingall other agreements, either oral or in writing, between the parties ashereto with respect to the subject mattermatters covered herein, including, without limitation, the Prior Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise relating to the matters covered herein and supersedes all priornot contained in this Agreement shall be valid or contemporaneous agreements whether writtenbinding. This Agreement may not be modified or oral. No waiver, alteration, or modification ofamended by oral agreement, but only by any agreement in writing signed by an authorized officer of the provisions of this Agreement will be binding unless in a writing that is signed by duly authorized representatives ofCompany and the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Company at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.Executive.

Entire Agreement. This Agreement, together with the Exhibit, representsother agreements specifically referenced herein and the Exhibits attached hereto, embodies the entire agreement and understanding between the parties ashereto with respect to the subject matter hereinhereof and supersedes all prior oral or contemporaneouswritten agreements whether writtenand understandings relating to the subject matter hereof, including, but not limited to, the Prior Employment Agreement. Notwithstanding the foregoing, nothing herein shall impact, affect, supersede, change, or oral.modify the terms of the Agreement to Protect Confidential Information, Inventions and Business and/or the Confidentiality and Information Systems Usage Agreement that Exeutive previously executed with Company. No waiver, alteration,statement, representation, warranty, covenant or modificationagreement of any ofkind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement will be binding unless in a writing that is signed by duly authorized representatives of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Company at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.

This Agreement, together with the Exhibit, representsAgreement embodies the entire agreement of the parties and understandingsupersedes all prior agreements or arrangements between the parties ashereto relating to the subject matter herein and supersedes all priorhereof, including any severance program or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of anypolicy of the provisions of thisCompany for which Executive may have otherwise been eligible. This Agreement willmay not be binding unless inmodified or amended except by a writing that iswritten instrument signed by dulyboth Executive and an authorized representativesrepresentative of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Company at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.Company.

Integration. This Agreement, together with the Exhibit, representsAgreement encompasses the entire agreement and understanding betweenof the parties asrelated to the subject matter hereinof this Agreement, and supersedes all priorprevious understandings and agreements between them, whether oral or contemporaneous agreements whether writtenwritten. The parties hereby acknowledge and represent, that they have not relied on any representation, assertion, guarantee, warranty, collateral contract or oral. No waiver, alteration,other assurance, except those set out in this Agreement, made by or modificationon behalf of any ofother party or any other person or entity whatsoever, prior to the provisionsexecution of this Agreement will be binding unless in a writing that is signed by duly authorized representatives of the parties hereto, provided that any benefits or compensation provided to Executive pursuant to the terms of any plan, program, policy, or arrangement may be amended or terminated by the Company at any time, in accordance with the terms of such plan, program, policy or arrangement. In entering into this Agreement, no party has relied on or made any representation, warranty, inducement, promise or understanding that is not in this Agreement.