This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written with respect to the PSU Grant. This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the parties hereto. Any such written amendment must be approved by the Committee to be effective against the Company. In addition, the terms set forth herein as it relates to the ability for the Participant to earn and vest in the Performance Stock Units and dividend equivalents shall control with respect to the Participant’s rights with respect to the Performance Stock Units and corresponding dividend equivalents, and any contrary provision set forth in any agreement (whether oral or written) between the Participant and the Employer that relates to the earning and/or vesting of equity rights shall not apply to this PSU Grant.