Payment of any Severance Benefits or Change in Control Benefits under this Plan is contingent upon a Covered Officer’s compliance with the non-compete, non-solicitation, and all other provisions of any Non-Competition and Non-Disclosure Agreement, and each Covered Officer hereby acknowledges and reaffirms that, during the Term and for the period set forth in any Non-Competition and Non-Disclosure Agreement, the Covered Officer shall comply with the terms and conditions set forth in such Non-Competition and Non-Disclosure Agreement.

Except for any Non-Competition and Non-Disclosure Agreement between a Covered Officer and the Company or an Affiliate, and subject to the provisions of [Section 24] hereof, this Plan supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written, with regard to the terms and conditions applicable to a Covered Officer’s separation from the Company, including the provision of any Severance Benefits or Change in Control Benefits in connection therewith.