This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and terminates and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the terms of Executive’s employment or severance arrangements. The parties agree that this Agreement shall be interpreted at all times in a manner compliant with Code Section 409A, including (without limitation) the requirement that if Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i), then any payment under this Agreement which is subject to Code Section 409A and which is payable by reason of Executive’s separation from service shall not be paid before the date which is six (6) months after the Executive’s separation from service (or, if earlier, Executive’s date of death).