The Executive represents and warrants to the Company that the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms and that the Executive is not a party to any agreement or understanding, written or oral, which could prevent the Executive from entering into this Agreement or performing all of the Executive’s obligations hereunder. The Executive further represents and warrants that she has been advised to consult with an attorney and that she has been represented by the attorney of her choosing during the negotiation of this Agreement, that she has consulted with her attorney before executing this Agreement, that she has carefully read and fully understand all of the provisions of this Agreement and that she is voluntarily entering into this Agreement.