Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. The Company represents and warrants that (a) the Company’s Board of Directors has duly and validly authorized the execution, delivery and performance of this Agreement; and (b) the person signing this Agreement on behalf the Company has the necessary legal authority to execute this Agreement and bind the Company to the terms, conditions, covenants, agreements, and obligations set forth in this Agreement.