Interpretation, Amendment and Enforcement. This letter agreement and [Exhibit A] constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company will be governed by California law, excluding laws relating to conflicts or choice of law.

This letter agreement and [Exhibit A] constitute(together with the agreements referenced) is the complete agreement between you and the Company, containexclusive statement of all of the terms and conditions of your employment with the CompanyCompany, and supersedesupersedes any prior agreements,agreements or representations with regard to your employment. It is entered into without reliance on any promise or understandings (whether written, oralrepresentation other than those expressly contained in this letter, and (except for changes reserved to the Company’s discretion) cannot be modified or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreementin a writing signed by both you and a duly authorized officermember of the Company. The terms of thisBoard. This letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company will beis governed by the laws of California law, excluding without regard to its conflict-of-laws relating to conflicts or choice of law.provisions.

If you accept this offer, and Enforcement. Thisthe conditions of this offer are satisfied, this letter agreement and [Exhibit A]the written agreements referenced in this letter shall constitute the complete agreement between you and the Company, contain allCompany with respect to the terms and conditions of your employment. This letter agreement shall supersede any existing employment arrangement or agreement with the Company. Any representations, whether written or oral, not contained in this letter or contrary to those contained in this letter that may have been made to you are expressly cancelled and superseded by this offer. Except as otherwise specified in this letter, the terms and conditions of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. Thispursuant to this letter agreement may not be amended or modified,changed, except by an express written agreement signeda writing authorized by both you and a duly authorized officerthe Board of the Company. The termsDirectors. California law shall govern this agreement. If any provision of this letter agreement is held invalid or unenforceable, such provision shall be severed, and the resolution of any disputes asremaining provisions shall continue to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between yoube valid and the Company will be governed by California law, excluding laws relating to conflicts or choice of law.enforceable.