This Award Agreement and the Plan constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements (whether written or oral) between the Company and the Grantee with respect to such subject matter, provided that this Award Agreement (including Schedule A hereto) does not impair, diminish, restrict or waive any restrictive covenants (including any agreements not to compete or not to solicit employees or clients) or confidentiality obligations of Grantee to the Company, if any, under any other agreement, policy, plan or program.