You and the Company mutually agree that your employment with the Company will end on December 31, 2017 (the “ End Date” ), or such earlier date pursuant to Section 8 (such actual period of employment, the “ Employment Term ”).  During the Employment Term, you shall continue to serve as the Company’s Executive Vice President, Chief Legal Officer and Administrative Officer (collectively, your “ Title ”) and, except as provided in this Letter Agreement, you will continue to receive and maintain the same salary, office, support staff and other benefits of employment as are currently in effect (the “ Benefits ”).  The Company may appoint a new General Counsel at any time during the Employment Term; provided that such appointment shall have no effect on your Title or Benefits.