This Agreement sets forth the entire understanding of the Company and you regarding the subject matter hereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written; provided , however , this Agreement does not impact, alter, modify, amend or otherwise supersede any of the rights or obligations of either party under the Retention Agreement, the Employment Agreement, or the Incentive Awards, except as expressly set forth herein, which shall remain in full force and effect in accordance with their terms. No modification or amendment of this Agreement shall be effective without a prior written agreement signed by you and the Company.