This Agreement, the Employment Offer Letter (and any agreements referenced therein), the Mutual Agreement to Arbitrate Claims, the Employee Invention, Confidentiality and Non-Solicitation Agreement, and the equity plan agreements to be entered into in connection with my employment, together constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and these agreements together supersede in their entirety all prior or contemporaneous representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to such matters, including, without limitation, the Original Agreement, which is hereby amended and restated in its entirety.  Executive acknowledges and agrees that this Agreement encompasses all the rights of Executive to any severance payments and/or benefits based on the termination of Executive’s employment and Executive hereby agrees that he or she has no such rights except as stated herein.  No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.  This Agreement does not supersede Executive’s Employment Offer Letter, except with respect to the subject matter hereof, the Mutual Agreement to Arbitrate Claims or the Employee Invention, Confidentiality and Non-Solicitation Agreement to which Executive is a party.