Upon the Execution Date, this Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement shall not supersede the Change in Control Agreement between the Company and the Executive entered into as of April 8, 2016 (the “Change in Control Agreement”).  Notwithstanding anything to the contrary contained herein, no payments shall be made (nor benefits provided) under Section 9 of this Agreement in the event that the Executive is entitled to payments or benefits under the Change in Control Agreement.