This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements, and conditions, express or implied, oral or written (including without limitation the Prior Agreement), except as herein contained, and excluding the Proprietary Rights Agreement and the equity award agreements and Company’s equity plan(s) under which the Executive’s outstanding equity awards were granted, with such agreements incorporated by reference into this Agreement. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by both parties hereto.