This Agreement, including its attached Exhibits, constitutes the entire employment agreement between Waggoner and the Company regarding the terms and conditions of his employment, with the exception of those provisions of the 2008 Plan (and any predecessor plan) and related award agreements incorporated by reference pursuant to Sections 5 and 7.  This Agreement supersedes all prior negotiations, representations or agreements between Waggoner and the Company, whether written or oral, concerning Waggoner’s employment.