Common use of Entire Agreement; Amendment; Termination Clause in Contracts

Entire Agreement; Amendment; Termination. a. This Letter Agreement, the Existing Employment Agreement (as specifically amended or superseded by this Letter Agreement), the Rollover Agreement and any exhibits, schedules or other attachments hereto and thereto and any documentation implementing any of the terms hereof and thereof constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, preliminary agreements, executed agreements and understandings. b. This Letter Agreement may not be amended, modified, rescinded or waived except in writing executed by the parties hereto. c. EGH Holdco and OpCo Holdco shall not amend or modify any terms set forth in the Merger Agreement, if such amendment or modification is (i) adverse to you and relates to the amount, form or timing of payment of the Merger Consideration or the treatment of the securities held by you in the Transaction or (ii) material and adverse to you and relates to the tax impact to you of the Transactions contemplated by the Merger Agreement. d. This Letter Agreement shall automatically terminate, upon the effective termination of the Merger Agreement (without the Closing having occurred); provided, however, that in the event that you have voluntarily terminated your employment with EOC prior to the termination of the Merger Agreement, (i) the provisions of Section 1 shall continue to remain in full force in effect with respect to the terms that apply upon the Trigger Date occurring as a result of your termination of employment, (ii) the terms of Section 3 shall continue to apply, (iii) you will be entitled to payment of the Base Salary and the Guaranteed Bonus (each as defined in the Existing Employment Agreement) from the time of termination of the Merger Agreement until the completion of the Term (as defined in the Existing Employment Agreement) and (iv) the terms of Section 22 as it relates to any amount payable under the foregoing sections shall continue to apply. e. Any termination of this Letter Agreement shall be subject to the survival and continuation provisions of Section 27.

Entire Agreement; Amendment; Termination. a. This Letter Agreement, the Existing Employment Agreement (as specifically amended or superseded by this Letter Agreement), the Rollover Agreement and any exhibits, schedules or other attachments hereto and thereto and any documentation implementing any of the terms hereof and thereof constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, preliminary agreements, executed agreements and understandings, including, without limitation to the foregoing, the Existing Employment Agreement. The Existing Employment Agreement provides that Sections 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 20, 21, 22, 23, 24 and 25 of the Existing Employment Agreement expressly survive termination of the Existing Employment Agreement (the “Surviving Provisions”). Without limiting the generality of the first sentence of this Section 18, the Surviving Provisions are superseded in their entirety by the terms of this Letter Agreement and in the event of any conflict between the Surviving Provisions and any similar terms set forth in this Letter Agreement, the terms of this Letter Agreement shall govern and prevail. b. Notwithstanding anything in this Letter Agreement to the contrary, the parties thereto acknowledge and agree that certain Restrictive Covenant Agreement, dated as of March 13, 2019, by and among EGH, EOC and you remains in full force and effect. c. This Letter Agreement may not be amended, modified, rescinded or waived except in writing executed by the parties hereto. c. d. EGH Holdco and OpCo Holdco shall not amend or modify any terms set forth in the Merger Agreement, if such amendment or modification is (i) adverse to you and relates to the amount, form or timing of payment of the Merger Consideration or the treatment of the securities held by you in the Transaction or (ii) material and adverse to you and relates to the tax impact to you of the Transactions contemplated by the Merger Agreement. d. This e. Other than Section 7, this Letter Agreement shall automatically terminate, terminate upon the effective termination of the Merger Agreement (without the Closing having occurred); providedAgreement, however, that and shall be void ab initio and shall have been of no force or effect in the event that you have voluntarily terminated your employment with EOC prior to the termination of the Merger Agreement, (i) the provisions of Section 1 shall continue to remain in full force in effect with respect to the terms that apply upon the Trigger Date occurring as a result of your termination of employment, (ii) the terms of Section 3 shall continue to apply, (iii) you will be entitled to payment of the Base Salary and the Guaranteed Bonus (each as defined in the Existing Employment Agreement) from the time of termination of the Merger Agreement until is terminated or the completion of the Term (as defined in the Existing Employment Agreement) and (iv) the terms of Section 22 as it relates to any amount payable under the foregoing sections shall continue to applyClosing otherwise does not occur. e. Any termination of this Letter Agreement shall be subject to the survival and continuation provisions of Section 27.