By signing this Agreement, you acknowledge that the terms described in this Agreement, together with the Equity Documents and Proprietary Information Agreement, CIC Plan and Participation Agreement attached hereto, set forth the entire offer to you and understanding between you and the Company and supersedes any prior representations or agreements, whether written or oral; there are no terms, conditions, representations, warranties or covenants other than those contained herein. No term or provision of this Agreement may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company, except that the Company may, in its sole discretion, adjust salaries, incentive compensation, stock plans, benefits, job titles, locations, duties, responsibilities, and reporting relationships, , unless otherwise agreed to in writing by you and the Company, so long as you are General Counsel (or hold a similar or more senior title) of the Company, you shall report to the Chief Executive Officer of the Company. This Agreement is and will be binding on the Company’s successors and assigns.