This Agreement constitutes the sole agreement of the patties regarding Officer's benefits in the event of termination or Change in Control and together with Umpqua's employee handbook governs the terms of Officer's employment. Where there is a conflict between the employee handbook and this Agreement, the terms of this Agreement shall govern. This Agreement supersedes all prior oral and written agreements between the Officer and Umpqua, Sterling or any of their respective affiliates or representatives of Umpqua regarding the subject matters set forth herein.