Common use of Conflict in Benefits Clause in Contracts

Conflict in Benefits. This Agreement and the Promissory Note shall supersede all prior arrangements, whether written or oral, and understandings regarding the Loan. This Agreement is not intended to and shall not affect, limit or terminate the May 1998 Retention Agreement which is supplemented hereby and which shall remain in full force and effect as supplemented hereby. Notwithstanding any other provision in the May 1998 Retention Agreement to the contrary, the benefits payable under the May 1998 Retention Agreement upon a Termination Upon Change of Control shall NOT be reduced by any amount of the Loan which may be forgiven upon a Termination Upon Change of Control. Moreover, this Agreement is not intended to and shall not limit (i) any plans, programs, or arrangements of the Company that are regularly made available to a significant number of employees of the Company, (ii) the Company's 1998 Restricted Stock Plan, (iii) any agreement or arrangement with the Executive that has been reduced to writing and which does not relate to the subject matter hereof, (iv) any agreements or arrangements hereafter entered into by the parties in writing, all of which shall remain in full force and effect in accordance with the terms thereof. With respect to the Loan, this Agreement and the Note are the entire agreement and no other documents, understanding or discussion has been relied upon in entering this Agreement or the Note or contain any term or condition of this Agreement or Note.

Conflict in Benefits. This Agreement and the Promissory Note shall supersede all prior arrangements, whether written or oral, and understandings regarding the Loan. This Agreement is not intended to and shall not affect, limit or terminate the May 1998 Retention Agreement which is supplemented hereby and which shall remain in full force and effect as supplemented hereby. Notwithstanding any other provision in the May 1998 Retention Agreement to the contrary, the benefits payable under the May 1998 Retention Agreement upon a Termination Upon Change of Control shall NOT be reduced by any amount of the Loan which may be forgiven upon a Termination Upon Change of Control. Moreover, this Agreement is not intended to and shall not limit (i) any plans, programs, or arrangements of the Company that are regularly made available to a significant number of employees of the Company, (ii) the Company's 1998 Restricted Stock Plan, (iii) any agreement or arrangement with the Executive that has been reduced to writing and which does not relate to the subject matter hereof, (iv) any agreements or arrangements hereafter entered into by the parties in writing, all of which shall remain in full force and effect in accordance with the terms thereof. With respect to the Loan, this Agreement and the Note are the entire agreement and no other documents, understanding or discussion has been relied upon in entering this Agreement or the Note or contain any term or condition of this Agreement or Note.