This Release Agreement shall be governed by, interpreted under and enforced, in accordance with the laws of the State of California, excluding such state’s conflict of laws principles. If any provision of this Release Agreement or its application is held invalid, the invalidity shall not affect other provisions or applications of the Release Agreement which can be given effect without the invalid provisions or application and, therefore, the provisions of this Release Agreement are declared to be severable. Except as otherwise specifically provided herein, this Release Agreement constitutes the entire agreement of the parties with respect to Executive’s employment with and separation from the Company, and supersedes all prior negotiations and all agreements, whether written or oral. This Release Agreement is binding on and enforceable against the heirs, successors and assigns of Executive and the Company. This Release Agreement is not and shall not be construed as an indication that the Company or Executive may have engaged in any wrongful conduct. This Release Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic and facsimile copies of such signed counterparts may be used in lieu of the originals for any purpose.