Effect on Other Plans and Agreements. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company's benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. Except for the Restrictive Covenant Agreement, in the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.

Effect on Other Plans and Agreements. An election by the Executive to resign for Good Reason under the provisionsSection # Non-exclusivity of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company's benefit plans, programs or policies.Rights. Nothing in this Agreement shall be construed toprevent or limit the rights ofExecutive’s continuing or future participation in any plan, program, policy or practice provided by the Company or the Affiliated Entities and for which the Executive under the Company’s benefit plans, programsmay qualify, nor, subject to Section 11(f), shall anything herein limit or policies exceptotherwise affect such rights as otherwise provided in Section 8 hereof, and except that the Executive shallmay have no rights to any severance benefits under any other contract or agreement with the Company severance pay plan, offer letter or otherwise. Except for the Restrictive Covenant Agreement, in the eventAffiliated Entities. Amounts that are vested benefits or that the Executive is partyotherwise entitled to anreceive under any plan, policy, practice or program of or any other contract or agreement with the Company providingor the Affiliated Entities at or subsequent to the Date of Termination (“Other Benefits”) shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, the Executive’s resignation under this Agreement with or without Good Reason, shall in no way affect the Executive’s ability to terminate employment by reason of the Executive’s “retirement” under, or to be eligible to receive benefits under, any compensation and benefits plans, programs or arrangements of the Company or the Affiliated Entities, including, without limitation, any retirement or pension plans or arrangements or substitute plans adopted by the Company, the Affiliated Entities or their respective successors, and any termination which otherwise qualifies as Good Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a) the Executive shall not be entitled to any severance pay or benefits under such planany severance plan, program or agreement and under this Agreement,policy of the terms of this Agreement shall governCompany and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive andAffiliated Entities, unless otherwise specifically provided therein in no event shall the Executive be entitleda specific reference to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.