Entire Agreement; Amendment. This Agreement 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 with respect to the Director Shares 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 hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of Director shall be effective only if it is in writing and signed by both Director and an authorized officer of the Company.

Entire Agreement; Amendment. This Agreement 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 with respect to the Director SharesDSUs 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 hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially and adversely reduces the rights of Directorthe Participant shall be effective only if it is in writing and signed by both Directorthe Participant and an authorized officer of the Company.

Entire Agreement; Amendment. This Agreement constitutesAgreement, together with the Plan, contains the entire agreement ofbetween the parties hereto with regardrespect to the subject matter hereof,contained herein, and containssupersedes all the covenants, promises, representations, warranties andprior agreements or prior understandings, whether written or oral, between the parties with respect to the Director Shares 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 thesuch subject matter hereof are hereby null and void and of no further force and effect.matter. The Committee may,shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in any manner that is not inconsistentaccordance with the Plan; provided, however, that exceptand as otherwise provided in the PlanPlan. This Agreement may also be modified or this Agreement, any such amendment that materially reduces the rights of Director shall be effective only if it is inamended by a writing and signed by both Directorthe Company and an authorized officerthe 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 Company.adoption thereof.