This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. This Agreement was negotiated by the parties hereto, each of which had the opportunity to engage legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and, together with the Plan, constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective permitted successors and assigns.