This Agreement constitutes the entire agreement between the parties respecting the employment of the Executive, there being no representations, warranties or commitments except as set forth herein and supersedes and replaces all other existing agreements related to the subject matter hereof, including, without limitation, the Amended and Restated Executive Change of Control Severance Agreement, dated as of December 20, 2012. The Executive acknowledges that, in connection with her entry into this Agreement, she was advised by an attorney of her choice on the terms and conditions of this Agreement, including, without limitation, on the application of Code Section 409A (as defined below) on the payments and benefits payable or to be paid to the Executive hereunder.