This RSU Agreement constitutes the entire agreement and understanding between us, and supersedes any prior agreement or understanding, relating to the subject matter of this RSU Agreement.  You agree, by accepting this RSU Agreement, that the terms hereof are separate from and independent of any employment agreement or severance or similar agreement by and between you and the Company and that any terms thereof which might otherwise affect the terms hereof shall be inapplicable to this RSU Agreement, except as otherwise expressly provided herein.