Entire Agreement; Relationship to the Plan. This Agreement and the Plan set forth the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between them with respect to the subject matter hereof. Except to the extent provided in Section 3 or 15 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee. In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.

Entire Agreement; Relationship to the Plan.Agreement. This Agreement and the Plan set forthconstitute the sole entire agreement and understanding between the parties asto this Agreement with regard to the subject matter hereof,of this Agreement. They supersede any other agreements, representations or understandings (whether oral or written and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between them with respectwhether express or implied) which relate to the subject matter hereof. Except to the extent provided in Section 3 or 15 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee.Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the Plan as written onterms of the DatePlan, the terms of Grant, the Plan shall govern.prevail. Any dispute or disagreement which may arise under, as a result of, or pursuant to, this Agreement shall be finally and conclusively determined by the Corporation in its sole discretion, such determination to be binding upon all parties.

Entire Agreement; Relationship to the Plan.Agreement. This Agreement andtogether with the Plan set forth the sole entire agreementsupersede any and understandingall other prior understandings and agreements, either oral or in writing, between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between them with respect to the subject matter hereof. Excepthereof and constitute the sole and only agreements between the parties with respect to the extent provided in Section 3 or 15 hereof,said subject matter. All prior negotiations and exceptagreements between the parties with respect to the extent that provisionssubject matter hereof are by their terms subjectmerged into this Agreement. Each party to any subsequent amendment of the Plan, this Agreement may not be changedacknowledges that no representations, inducements, promises, or modified, exceptagreements, orally or otherwise, have been made by agreement in writing, signedany party or by the Company and the Employee. In the eventanyone acting on behalf of any conflict or inconsistency betweenparty, which are not embodied in this Agreement andor the Plan as written on the Date of Grant,and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall govern.not be valid or binding or of any force or effect.

Entire Agreement; Relationship to the Plan.Agreement. This Agreement and the Plan set forthconstitute the sole entire agreement and understanding between the parties asrelating to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any natureprevious agreement or understanding between themthe parties with respect to the subject matter hereof. Except to the extent provided in Section 3 or 15 hereof, and except to the extent that provisions hereof arethereto is superseded by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee. In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.Plan.

Entire Agreement; Relationship toAgreement. This Agreement, together with the Plan. This Agreement andPlan, constitutes the Plan set forth the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between themhereto with respect to the subject matter hereof. Excepthereof and supersedes all prior oral or written agreements and understandings relating to the extent providedsubject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in Section 3this Agreement shall affect or 15 hereof,be used to interpret, change or restrict the express terms and except to the extent that provisions hereof are by their termsof this Agreement provided, however, in any event, this Agreement shall be subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signedand governed by the Company and the Employee. In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.Plan.

Entire Agreement; Relationship to the Plan.Agreement. This Agreement andtogether with the Plan set forth the sole entire agreementsupersede any and understandingall other prior understandings and agreements, either oral or in writing, between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between them with respect to the subject matter hereof. Except to the extent provided in Section 3 or 15 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee. In the event of any conflict or inconsistency between this Agreement and constitute the Plan as written onsole agreements between the Date of Grant,parties with respect to the Plan shall govern.subject matter.

Entire Agreement; Relationship toAgreement. This Agreement, together with the Plan. This AgreementPlan, supersede any and the Plan set forth the sole entire agreementall other prior understandings and understandingagreements, either oral or in writing, between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between them with respect to the subject matter hereof. Except to the extent provided in Section 3 or 15 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee. In the event of any conflict or inconsistency between this Agreement and constitute the only agreements between the parties with respect to the subject matter in this Agreement. Except for the 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 this Agreement are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement or the Plan as written on the Date of Grant,and that any agreement, statement or promise that is not contained in this Agreement or the Plan shall govern.not be valid or binding or of any force or effect.

Entire Agreement; Relationship to the Plan.Agreement. This Agreement and the Plan set forthcontain the sole entire agreement and understanding between the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between themhereto with respect to the subject matter hereof. Except to the extent provided in Section 3It supersedes all prior written or 15 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee. In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.contemporaneous oral agreements related thereto.

Entire Agreement; Relationship to the Plan.Agreement. This Agreement and(including the Plan set forthPlan) constitutes the sole entire agreement and understanding betweenof the parties as to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between themhereto with respect to the subject matter hereof. Except to the extent provided in Section 3 or 15 hereof,hereof and except to the extent that provisions hereof are by their terms subject tosupersedes any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed byand all prior undertakings and agreements between the Company and its Affiliates and Grantee with respect to the Employee. In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.subject matter hereof.

Entire Agreement; Relationship to the Plan.Agreement. This Agreement and the Plan set forthconstitute the sole entire agreement and understanding between the parties asparties, and supersedes all prior agreements and understandings, relating to the subject matter hereof, and merge with and supersede all prior and contemporaneous discussions, agreements and understandings of every kind and any nature between them with respect to the subject matter hereof. Except to the extent provided in Section 3 or 15 hereof, and except to the extent that provisions hereof are by their terms subject to any subsequent amendment of the Plan, this Agreement may not be changed or modified, except by agreement in writing, signed by the Company and the Employee. In the event of any conflict or inconsistency between this Agreement and the Plan as written on the Date of Grant, the Plan shall govern.Agreement.