This offer letter and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this offer, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof. If any term herein is unenforceable in whole or in part, the remainder shall remain enforceable to the extent permitted by law. Any ZSUs granted to you in connection with your performance of services as a member of the Board prior to the Start Date shall cease to vest and be forfeited as of the Start Date. In addition, shortly after the Start Date you will receive a payment with respect to any cash compensation in connection with your performance of services as a member of the Board which has not been paid to you prior to the Start Date, and such payment will be pro-rated based on services as a non-employee member of the Board.