This letter, together with any exhibits attached hereto, constitutes the entire understanding and agreement of the parties hereto regarding your service as Executive Chairman with the Company and supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the services as Executive Chairman of the Company, including the Prior Agreement, which shall terminate and be of no further force or effect as of the date on which you sign this letter of agreement, except that Sections 4(b), 4(e), 6(f), 6(g), 7, 8, 10, 11, and paragraphs (a) through (j) and (l) through (v) of Section 12 of the Prior Agreement shall survive such termination and continue in full force and effect in accordance with their terms.