This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all contemporaneous and prior agreements and understandings between them as to such subject matter.  Not in limitation of the foregoing, this Agreement supersedes the terms and conditions set forth in the offer letter to the Executive, dated as of August 18, 2014, including, without limitation, the Exhibits thereto.  Except as otherwise expressly provided herein, this Agreement may not be amended except by an instrument in writing executed by the Company and the Executive.