This RSU Agreement , the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this RSU Agreement , nor any waiver of any rights under this RSU Agreement , shall be effective unless in writing and signed by the parties to this RSU Agreement .   The failure by either party to enforce any rights under this RSU Agreement shall not be construed as a waiver of any rights of such party.