This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Employer or any predecessor of the Employer and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

Entire Agreement. This Agreement contains the entire understanding betweenagreement of the parties heretoregarding the employment of Executive by the Company and supersedes any prior employment agreementagreement, arrangement, or understanding, whether oral or written, between the Employer or any predecessor of the EmployerCompany and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.concerning Executive's employment hereunder.

Entire Agreement. This Agreement containsconstitutes the entire understanding betweenamong the parties hereto and supersedes any priorparties, superseding all previous employment agreementagreements between the Employer or any predecessor of the Employer and Executive, except that this Agreement shall not affectExecutive and any previous understandings, oral or operatewritten, pertaining to reducethe subject matter contained herein. No party has relied or will rely upon any benefitoral or compensation inuringother written representation or oral or written information made or given to Executivesuch party by any other party, representative of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.such party or anyone acting on its behalf.

Entire Agreement. This Agreement containscomprises the entire understandingagreement between the parties hereto relating to the subject matter hereof and supersedes any prior employment agreementas of the Commencement Date, supersedes, cancels and annuls all previous agreements between the EmployerCompany (and/or its predecessors) and the Executive, as the same may have been amended or modified, and any right of the Executive thereunder other than for compensation accrued thereunder as of the date hereof, and supersedes, cancels and annuls all other prior written and oral agreements between the Executive and the Company or any predecessor ofto the Employer and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provisionCompany. The terms of this Agreement shallare intended by the parties to be interpretedthe final expression of their agreement with respect to mean thatthe employment of the Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement.

Entire Agreement. Except as otherwise provided herein, this Agreement contains the entire agreement and understanding between the parties hereto in respect of Executive’s employment and supersedessupersedes, cancels and annuls any prior employment agreementor contemporaneous written or oral agreements, understandings, commitments and practices between the Employer or any predecessor of the Employer and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.them respecting Executive’s employment.

Entire Agreement. This Agreement containsconstitutes the entire understanding betweenagreement of the parties hereto relating to the subject matter hereof, and there are no written or oral terms or representations made by either party other than those contained herein. This Agreement supersedes and replaces any priorand all employment agreementagreements and agreements providing for payments for services (including, without limitation, all deferred compensation agreements, plans, or programs) between the Employer or any predecessorExecutive and the Company, all of which shall be terminated upon the Employer and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provisionExecutive’s execution of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

This Agreement containsembodies the entire understandingagreement of the parties and supersedes all prior agreements or arrangements between the parties hereto and supersedesrelating to the subject matter hereof, including any prior employment agreement between the Employerseverance program or any predecessorpolicy of the EmployerCompany for which Executive may have otherwise been eligible. This Agreement may not be modified or amended except by a written instrument signed by both Executive and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executivean authorized representative of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.the Company.

The terms and provisions contained herein shall constitute the entire understandingagreement between the parties heretowith respect to Executive’s employment with the Company during the Employment Period. This Agreement replaces and supersedes the Previous Agreement and any prior employment agreementand all existing agreements entered into between Executive and the Employer or any predecessor ofCompany relating generally to the Employersame subject matter, if any, and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.binding upon Executive’s heirs, executors, administrators, or other legal representatives or assigns.

This Agreement containsconstitutes and embodies the entirefull and complete understanding and agreement of the parties with respect to the Executive’s employment by the Corporation, supersedes, as of the Effective Date, all prior understandings and agreements, whether oral or written, between the parties heretoExecutive and supersedes any prior employment agreement between the EmployerCorporation with respect to such employment, including but not limited to, the Prior Agreement, and shall not be amended, modified, or any predecessorchanged except by an instrument in writing executed by the party to be charged. The invalidity or partial invalidity of the Employer and Executive, except thatone or more provisions of this Agreement shall not affect or operate to reduceinvalidate any benefit or compensation inuring to Executive of a kind elsewhere provided. Noother provision of this AgreementAgreement. No waiver by either party of any provision or condition to be performed shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

This Agreement contains the entire understanding betweenagreement of the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns and supersedes any and all prior employment agreementagreements between the Employerparties whether oral or any predecessorwritten. This Agreement may not be modified except upon further written agreement executed by both parties. Executive agrees that the Company may in its sole discretion, during the term of Executive’s employment with the EmployerCompany and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provisionthereafter, provide copies of this Agreement (or excerpts of the Agreement) to others, including businesses or entities that may employ, do business with, or consider employing Executive in the future. Executive further agrees that any subsequent change or changes in his duties, compensation or areas of responsibility shall in no way affect the validity of this Agreement or otherwise render inapplicable any of the provisions of paragraphs 10 through 13 of this Agreement, which shall remain in full force and effect except as may be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.modified by a subsequent written agreement.