The Board or Committee, as applicable, shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof, with the exception, if applicable, of (i) any written employment agreement, offer letter or other written agreement entered into between the Company and you that makes an express reference to this Section 9 of this Agreement and specifies the terms that should govern this Award, and (ii) any compensation clawback, recoupment, forfeiture or recovery policy that is adopted by the Company from time to time or is otherwise required by applicable law. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument.