In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan. To the extent that Participant has entered into any other agreements with the Company or its affiliates which contain any provisions of the type contained within Section 9 of this agreement, those other provisions shall remain in full force and effect and the Protective Covenants in this Agreement shall be enforceable only if those other provisions are declared invalid and/or unenforceable by a court or the Company states in writing its intent not to enforce one or more of those other provisions. Subsections 9(e) and 9(f) of this agreement shall not be applicable to Participants who reside or work primarily in California.