This Agreement and the provisions of the Employment Agreement incorporated herein, the 2012 Omnibus Equity Award Plan (the “ Equity Plan ”) and the award agreements evidencing the equity grants (“ Award Agreements ”) are the entire agreement between the Parties with respect to the subject matter hereof and contains all agreements, whether written, oral, express or implied, between the Parties relating thereto and supersedes and extinguishes any other agreement relating thereto, whether written, oral, express or implied, between the Parties or between any member of the Company Group and the Executive.  For the avoidance of doubt, the Executive reaffirms his understanding that the waiver and release provided in Section 7A of this Agreement (and the Second Release) will prevent the Executive from receiving, under any agreement other than this Agreement, any severance or similar payments or benefits from the Company Group including without limitation under any other prior agreements, whether written, oral, express or implied.  Other than this Agreement and the provisions of the Employment Agreement incorporated herein, there are no agreements of any nature whatsoever between the Executive and the Company Group that survive this Agreement.  This Agreement may not be modified or amended, nor may any rights under this Agreement be waived, except in a writing signed and agreed to by the Parties.