This Agreement (including Schedule 1 annexed hereto) constitutes the entire and exclusive agreement and understanding between the parties regarding the specific subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its specific subject matter. The terms of this Agreement may not be changed orally and are deemed an enforceable contract and not a mere recital. With the exception of any court-ordered reformation pursuant to Section 8.4, no modification of, or amendment to, this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both the Company and the Employee. Any subsequent changes in the Employee’s duties, compensation or other terms and conditions of employment shall not affect the validity or enforceability of this Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.