Common use of Prior Understandings Clause in Contracts

Prior Understandings. This Agreement embodies the entire understanding of the Parties and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in writing, signed by each of the Parties. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto, and supersedes all other prior oral or written agreements or understandings between them them, regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereof, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in by writing, signed by each of the Parties. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the PartiesParties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement (including the Exhibits hereto) embodies the entire understanding of the Parties parties hereof, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereof, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire -------------------- understanding of the Parties and supersedes parties hereto and, upon its effectiveness, will supersede all other oral or written agreements or understandings between them (including, without limitation, the Original Agreement) regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement amends and restates the Original Employment Agreement in its entirety. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to by way of limitation by amending and restating the Prior Employment AgreementAgreement dated January 1, 1999 between the parties. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Letter Agreement and the Change in Control Agreement. No Other than Section 10(e), no change, alteration or modification hereof may be made except in writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.. 11

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to by way of limitation by amending and restating the Prior Employment AgreementAgreement dated January 1, 1999 and the Employment Agreement dated July 9, 1996 between the parties. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding -------------------- of the Parties parties hereof, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof. Notwithstanding the foregoing, the Non-Competition and Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to by way of limitation by amending and restating the Prior Employment AgreementAgreement dated April 1, 1999 between the parties. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to by way of limitation by amending and restating the Prior Employment AgreementAgreement dated July 9, 1996 and the Employment Agreement dated June 9, 1995 between the parties. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding -------------------- of the Parties parties hereof, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof. Other than Section 11(e), including but not limited to the Prior Employment Agreement. No no change, alteration or modification hereof may be made except in writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No Other than Section 10(e), no change, alteration or modification hereof may be made except in writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to by way of limitation by amending and restating the Prior Employment AgreementAgreement dated June 11, 1998 between the parties. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire -------------------- understanding of the Parties parties hereof, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to by way of limitation by amending and restating the Prior Employment AgreementAgreement dated July 9, 1996 and the Employment Agreement dated February 13, 1995 between the parties. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration alteration, or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof. In the event of any conflict between the terms of this Agreement and the terms of any other agreement, including but not limited to the Prior Employment Agreementterms of this Agreement shall control. No change, alteration or modification hereof may be made except in writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to by way of limitation the Prior Employment Agreementletter agreement dated November 24, 1995 between the parties. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereto and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of and reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof. 20.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereof, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Parties. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereofparties hereto.

Prior Understandings. This Agreement embodies the entire understanding of the Parties parties hereof, and supersedes all other oral or written agreements or understandings between them regarding the subject matter hereof, including but not limited to the Prior Employment Agreement. No change, alteration or modification hereof may be made except in a writing, signed by each of the Partiesparties hereto. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof.Agreement