Exhibit 10.1

October 7, 2015

VIA EMAIL

Edmond Thomas

[Address]

On behalf of Tilly’s, Inc., a Delaware corporation and World of Jeans & Tops (together, the “Company”), I am pleased to offer you the position of President and Chief Executive Officer of the Company, reporting to the Board of Directors. You will have the duties, responsibilities and authority commonly associated with these positions, in addition to those set forth in the by-laws of Tilly’s, Inc. Your first day of work at the Company will be October 12, 2015 (“Employment Start Date”). Your employment with the Company will be subject to the terms of this Agreement.

1.      Annual Base Salary. Your starting annual base salary rate (“Base Salary”) will be $600,000, less applicable taxes and withholdings, paid in accordance with the Company’s normal payroll practices and subject to annual review. In addition, you will receive an annual car allowance of $18,000, paid ratably every pay period. The Compensation Committee of the Board of Directors of Tilly’s, Inc. (the “Compensation Committee”) will evaluate your performance annually. Your annual review will coincide with the annual review cycle of the Company’s management team.

2.      Annual Incentive Bonus . You will be eligible to receive an annual incentive bonus (“Incentive Bonus”), with a target amount of 100% of your Base Salary and a maximum amount of up to 200% of your Base Salary, based upon achievement of performance bonus criteria established by the Compensation Committee, beginning with the bonus related to fiscal 2016 performance. The Compensation Committee will, at its discretion, determine your Incentive Bonus based upon the Company’s performance compared to performance bonus criteria established for the relevant year. In establishing performance bonus criteria for your Incentive Bonus, we expect the Compensation Committee to use the Company’s performance metrics such as, but not limited to, comparable sales, operating income, pre-tax income or net income in order to align your incentive compensation with the interests of the Company’s stockholders.

Your Incentive Bonus payments will be subject to applicable taxes and withholdings. To earn an Incentive Bonus you must remain continuously employed with the Company and be in good standing through the date that any bonus is paid. The Company intends to determine and pay the Incentive Bonus following completion of the year-end audit of the Company’s financial statements during the fiscal year following the fiscal year for which the Incentive Bonus criteria applied.

Edmond Thomas

October 7, 2015

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3.      Stock Option Grant. As a part of the Company’s team, we strongly believe that stock ownership in the Company by our employees is an important factor to our success. Therefore, as part of your compensation, the Board of Directors will grant you non-qualified stock options to purchase 500,000 shares of Class A common stock of Tilly’s, Inc. (the “Option Grant”). The Option Grant will be issued pursuant to the terms and conditions of the Tilly’s, Inc. Amended and Restated 2012 Equity and Incentive Award Plan (the “Plan”) and the stock option agreement in a form prescribed by the Company. Subject to approval by the Compensation Committee, the Option Grant will be made on the first day of our next open trading window following your Employment Start Date and will have an exercise price equal to the closing price per share of Tilly’s Inc. common stock on that date. Subject to your continued service with the Company through each applicable vesting date, the Option Grant will vest in four equal annual installments with the first installment vesting on the first anniversary of the grant date of the Option Grant and the remaining three installments each vesting on the subsequent anniversaries of such grant date. The Option Grant will expire 10 years after the date of grant, subject to earlier termination as provided by this Agreement, provisions in the Plan and in the related stock option agreement.

In addition, subject to approval by the Compensation Committee, the Company will grant you 50,000 options to purchase the Class A common stock of Tilly’s, Inc. in each of the next four fiscal years, beginning in fiscal 2016 (the “Annual Grants”). The Annual Grants will be made at the same time annual equity awards are granted to other senior executives and will only be made if the Class A common stock of Tilly’s, Inc. is then publicly traded. Subject to your continued service with the Company through each applicable vesting date, the Annual Grants will vest in four equal annual installments from the date of each grant and will expire 10 years after the date of grant, subject to earlier termination as provided by this Agreement, provisions in the Plan and in the related stock option agreement. In such years, you will not be entitled to any other equity grant (unless determined otherwise by the Compensation Committee).

4.      Nomination to Tilly’s Inc. Board of Directors; Serving on Other Boards of Directors. You will be nominated to Tilly’s Inc. Board of Directors, subject to legal limitations.

During your employment, you will devote your full business efforts and time to the Company. Therefore, you may not serve on the board of directors of any other company without the prior written approval of the Board of Directors. In addition, any other activities outside of the Company must not interfere or conflict with your full time responsibilities or your ability to perform your duties of employment to the Company.

5.      Benefits. You will be eligible to participate in the benefit package available to all of the Company’s senior executives when you satisfy standard eligibility conditions. These benefits include health insurance benefits (medical, dental and vision), life insurance, short term and long term disability, and a 401(k) Plan. Please refer to benefit plan documents for eligibility. Of course, the Company may change its benefits at any time.

Edmond Thomas

October 7, 2015

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You will be entitled to 20 days of paid time off per year in accordance with the terms and conditions of the Company’s paid time off policy, which may change from time to time. You will begin accruing your paid time off on your Employment Start Date.

(a)     At-Will Employment. This Agreement does not constitute a contract of employment for any specific period of time, but will create an employment at-will relationship that may be terminated by the Company at any time, with or without cause and by you with or without good reason. However, you agree to provide the Company with at least 90 days written notice of any voluntary resignation. The at-will nature of your employment relationship may not be modified or amended except by written agreement of the Company’s Board of Directors and you. You agree that if your employment is terminated for any reason, you will immediately resign from all officer and director positions you hold with the Company and any of its subsidiaries and affiliates. You understand you will not be entitled to any severance or other benefits in the event you resign or your employment is terminated for any or no reason.

(b)      Acceleration upon a Change in Control. If you are terminated without Cause (as defined below) in contemplation of a Change in Control (as defined below), as determined in the sole discretion of the Board of Directors of Tilly’s, Inc., or within 90 days immediately following the consummation of a Change in Control, your outstanding and unvested equity awards in Tilly’s, Inc. will accelerate in full upon such termination.

As reasonably determined by a majority of the full Board of Directors of Tilly’s, Inc., you will be deemed terminated for “Cause” if you have: (1) been determined by a court of law to have committed any felony; (2) been convicted, or entered a plea of no contest, for violation of any criminal statute constituting a felony, provided that the Board of Directors of Tilly’s, Inc. reasonably determines that the continuation of your employment after such event would have an adverse impact on the operation or reputation of the Company or its affiliates; (3) engaged in an act of fraud, theft, embezzlement, or misappropriation against the Company; (4) committed one or more acts of gross negligence or willful misconduct, either within or outside the scope of your employment that has the effect of materially impairing the goodwill or business of the Company or causing material damage to its property, goodwill or business, or would, if known, subject the Company to public ridicule; (5) failed to materially perform the duties commonly associated with the position of President and Chief Executive Officer (continuing without cure for 10 days after receipt of written notice by you from the Board of Directors of Tilly’s, Inc. of the need to cure); (6) allowed the Company’s performance to be materially weaker than its competitors and the retail industry generally (as determined by the Board of Directors of Tilly’s, Inc.); (7) materially breached the Company’s Code of Ethics and Business Conduct or other written Company policies; or (8) breached this Agreement, after we have provided you notice and given you a reasonable opportunity to cure.

Edmond Thomas

October 7, 2015

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A “Change in Control” means an event or a series of related events where (i) a person or group of persons acting in concert (other than the Company, any of its subsidiaries, Hezy Shaked or any Hezy Shaked Entity (as defined in the Tilly’s, Inc. Amended and Restated Certificate of Incorporation) or any entity that is controlled by or under their common control or their family trusts) acquires direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 50% of the total combined voting power of Tilly’s, Inc. securities outstanding immediately after such acquisition from Hezy Shaked or any Hezy Shaked Entity and (ii) immediately after such acquisition, Hezy Shaked, the Hezy Shaked Entities and entities directly or indirectly controlled by them or their family trusts, when taken together, beneficially own less than 5% of the aggregate voting power of shares of Class A Common Stock and Class B Common Stock of Tilly’s, Inc.; provided that any sale of such shares by Hezy Shaked or any Hezy Shaked Entity into the public market will not be captured by the foregoing definition of Change in Control. The Board of Directors of Tilly’s, Inc. will have the right to determine whether multiple sales or exchanges of voting stock of Tilly’s, Inc. or multiple events are related, and its determination shall be final, binding and conclusive.

7.      Proprietary Information & Ownership of Works-for-Hire Agreements. As an employee of the Company, you will become knowledgeable about confidential and/or proprietary information related to the operations, products and services of the Company. Further, during your employment with the Company you may create intellectual property that is the Company’s property. To protect the interests of the Company, you will need to read and sign employee confidentiality and works for hire agreements prior to beginning employment. A copy of these agreements will be provided for you to read and sign.

8 .      Clawback . Any incentive-based compensation, and any other compensation, paid or payable to your pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement or Company policy will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement or policy of the Company. You specifically authorize the Company to withhold from your future wages any amounts that may become due under this provision. This Section 8 will survive the termination of your employment for a period of three (3) years.

9.      Non-Competition During Employment. You agree that, during your employment with the Company, you will not engage in, nor have any direct or indirect interest in any person, firm, corporation or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, partner or otherwise) that is engaged in the Business (as defined below) of

Edmond Thomas

October 7, 2015

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the Company. Notwithstanding the foregoing, you may have ownership interests of less than two percent of an outstanding class in publicly traded companies subject to the limitations in the Company’s Code of Ethics. “Business” means a retailer of teen or action sports inspired apparel, footwear or accessories.

10.    Non-Solicitation. You agree that at no time during your employment with the Company and for a period of three years immediately following your termination will you directly or indirectly, on behalf of yourself or any other person or entity, solicit, recruit or encourage any employee to leave the employ of the Company.

11.    Cooperation. During your employment and thereafter, you agree to reasonably cooperate with and make yourself available on a continuing basis to the Company and its representatives and legal advisors in connection with any matters in which you are or were involved or any existing or future claims, investigations, administrative proceedings, lawsuits and other legal and business matters, as reasonably requested by the Company. You also agree that within five business days of receipt (or more promptly if reasonably required by the circumstances) you will send to the Company, attention General Counsel, copies of all correspondence (for example, but not limited to, subpoenas) received by you in connection with any legal proceedings involving or relating to the Company, unless you are expressly prohibited by law from so doing. You agree that you will not voluntarily cooperate with any third party in any actual or threatened claim, charge, or cause of action of any nature whatsoever against the Company or affiliates. You understand that nothing in this Agreement prevents you from cooperating with any government investigation.

12.    Code of Conduct and Company Policies. The Company is committed to creating a positive work environment and conducting business ethically. As an employee of the Company, you will be expected to abide by the Company’s policies and procedures.

13.    Non-Disparagement. You agree that both during and for five years after your employment with the Company terminates, not to knowingly disparage the Company or its officers, directors, employees or agents in any manner likely to be harmful to it or to them or to the Company’s or their business, business reputation or personal reputation. However, this provision does not include statements made regarding Company employees if these statements were made in the good faith performance of your duties and statements made in connection your fiduciary duties or otherwise required by applicable law. The Company will direct its executive officers to abide by these same restrictions with regard to you. You will not violate this section by making statements which are truthful, complete and made in good faith in response to any question, inquiry or request for information required by legal process or governmental inquiry.

(a)      This Agreement constitutes the entire agreement between you and the Company with respect to your employment and supersedes all prior or contemporaneous oral or written

Edmond Thomas

October 7, 2015

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representations, understandings, agreements or communications between you and the Company concerning those subject matters. It may only be terminated or modified in a writing executed by you and an authorized representative of the Board of Directors of Tilly’s, Inc. This Agreement will be interpreted under, and governed by, the laws of the state of Delaware without regard to its conflict of law provisions.

(b)      Notices will be delivered in writing either personally or by overnight delivery service and will be deemed given on the date delivered if delivered personally or the day after the day sent if sent by overnight delivery service. Notices will be delivered as follows (or to such other address as the party shall notify the other by notice sent as aforesaid): (a) if to the Company, at the Company’s executive offices (attn: Chairman) with a copy to the General Counsel; and (b) if to you, at your last home address on file with the Company.

(c)      If a court should determine that any provision of this Agreement is invalid or unenforceable, in whole or in part, the invalidity or unenforceability of that provision will not make any other provision of this Agreement invalid or unenforceable.

(a)      The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If you notify the Company (with specificity as to the reason therefore) that you believe that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company will, after consulting with you, to the extent legally permitted and to the extent it is possible to timely reform the provision to avoid taxation under Section 409A, reform such provision to try to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A. To the extent that any provision hereof is modified in order to comply with or be exempt from Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Section 409A. The Company shall have no liability to you with regard to any additional tax, penalties or interest you are required to pay pursuant to Section 409A.

(b)      A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits which is nonqualified deferred compensation under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

Edmond Thomas

October 7, 2015

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If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment that is considered deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six month period measured from the date of such “separation from service” of you, and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c)      With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. Tax gross-up payments, if any, shall be made no later than the end of the calendar year immediately following the calendar year in which you remit the related taxes. Any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes subject of the audit or litigation are remitted to the taxing authority or the audit or litigation is completed, whichever occurs later.

(d)      For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within 30 days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(e)      All payments hereunder shall be subject to applicable federal, state and local income tax withholding.

Edmond Thomas

October 7, 2015

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To accept this offer, please sign this letter in the space provided below and return it to our General Counsel, Christopher M. Lal.

We look forward to your joining us and hope that you find your employment with Tillys enjoyable and professionally rewarding.

Very truly yours,

/s/ Hezy Shaked

Hezy Shaked

Executive Chairman of the Board

I accept this offer of employment with the Company and agree to the terms and conditions outlined in this Agreement.

Exhibit 10.2

SEPARATION AND GENERAL RELEASE AGREEMENT

THIS SEPARATION AND GENERAL RELEASE AGREEMENT (this “ Agreement ”) is made and entered into as of the Effective Date, defined in Section 6(e) below, by and between, Daniel J. Griesemer, an individual (the “ Employee ”), and World of Jeans & Tops, d/b/a Tilly’s (the “ Company ”).

WHEREAS, the Company and Employee are agreeing to end Employee’s employment with the Company;

NOW THEREFORE, in consideration of the recitals above and the mutual promises and obligations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, it is agreed as follows:

1.     Employment and Resignation. Employee hereby resigns from Employee’s employment with the Company, effective October 7, 2015 (the “ Termination Date ”), and such termination is a “Separation from Service” with the Company within the meaning of Section 409A of the Internal Revenue Code and the regulations thereunder as of that date. Employee understands and agrees that, except as otherwise expressly provided by this Agreement, all regular salary, any bonus or incentive compensation and any employee benefit or other benefits of employment terminated on the Termination Date, and Employee is giving up any further right to employment, compensation and/or benefits except as set forth in this Agreement.

2.     All Obligations Paid in Full . Employee understands that except as set forth in Section 3 , Employee shall not be entitled to any further wages (including bonuses or other incentive compensation) or benefits from the Company or its affiliates after the Termination Date. Employee acknowledges and agrees that Employee has received all wages and benefits earned through the Termination Date.

3.     Separation Benefits . Provided that Employee delivers a signed copy of this Agreement on or before the twenty-first (21 ^st ) day following the date of presentation of this Agreement to Employee and Employee does not revoke this Agreement on or before the seventh (7 ^th ) calendar day following Employee’s execution of this Agreement, the Company will provide the following “ Severance Benefits” as provided in Section 8(a) of the employment agreement, dated January 15, 2011, by and between the Company and Employee (“ Employment Agreement ”):

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4.     General Release by Employee. Subject to Section 5 below, Employee hereby releases and discharges forever the Company, and each of its parents, subsidiaries and affiliates, and each of their present and former shareholders, members, partners, directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, agents, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “ Employee Released Parties ”), from and against all liabilities, claims, demands, liens, causes of action, charges, suits, complaints, grievances, contracts, agreements, promises, obligations, costs, losses, damages, injuries, attorneys’ fees, and other legal responsibilities (collectively referred to as “ Claims ”), of any form whatsoever, including, but not limited to, any claims in law, equity,

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contract, tort, or any claims Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq. (the “ ADEA ”); Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq. ; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq. ; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. ; the False Claims Act, 31 U.S.C. § 3729 et seq. ; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq. ; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. ; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq. ; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Moore-Brown-Roberti Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code; the California WARN Act, Cal. Lab. Code § 1400 et seq. ; the California False Claims Act, Cal. Gov’t Code § 12650 et seq. ; or under the California Labor Code, or any other local ordinance or federal or state statute, regulation or constitution, whether known or unknown arising from any action or inaction whatsoever prior to the date of execution of this Agreement.

5.     Exclusions from General Release. Notwithstanding the generality of Section 4 , Employee does not release the following claims and rights:

(collectively, the “ Employee Unreleased Claims ”).

6.     Rights Under the ADEA and Older Worker’s Benefit Protection Act. Without limiting the scope of the foregoing release of Claims in any way, Employee certifies that this release constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that Employee has or may claim to have under ADEA. This release does not govern any rights or claims that might arise under the ADEA after the date this Agreement is signed by Employee. Employee acknowledges that:

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7.     Unknown Claims. Employee waives all rights under Section 1542 of the California Civil Code and/or any statute or common law principle of similar effect in any jurisdiction with respect to any Claims other than the Employee Unreleased Claims. Section 1542 reads as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT

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TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Notwithstanding the provisions of Section 1542 or any statute or common law principle of similar effect in any jurisdiction, and for the purpose of implementing a full and complete release and discharge of all claims, Employee expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims which Employee does not know or suspect to exist in Employee’s favor at the time of execution hereof, and that the general release agreed upon contemplates the extinguishment of any such claims.

8.     Representations and Covenant Not To Sue. Employee represents and covenants that Employee has not filed, initiated or caused to be filed or initiated, any Claim, charge, suit, complaint, grievance, action or cause of action against the Company or any of the Employee Released Parties. Employee further acknowledges that Employee does not have any injury for which Employee would be entitled to workers’ compensation benefits. Employee acknowledges that, as set forth in Sections 4-6 above, Employee has released Claims against the Employee Released Parties. In order to assure the Employee Released Parties receive the benefit of that release, except to the extent that such waiver is precluded by law, Employee further promises and agrees that Employee will not file, initiate, or cause to be filed or initiated any Claim released by Employee or participate, assist or cooperate with any other person in pursuing any Claim, released by Employee, whether before a court or administrative agency or otherwise, unless required to do so by law. The parties further acknowledge that this Agreement will not prevent the Employee from filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency); provided , however , that Employee acknowledges and agrees that any Claims by Employee, or brought on Employee’s behalf, for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be and hereby are barred.

9.     No Assignment. Employee represents and warrants that Employee has made no assignment or other transfer, and covenants that Employee will make no assignment or other transfer, of any interest in any Claim which Employee may have against the Employee Released Parties, or any of them.

10.   Communication with Authorities. Nothing in this Agreement or any exhibit or attachment hereto shall be construed or applied so as to impede either party from communicating directly with, cooperating with or providing information to any governmental or regulatory body or any self-regulatory organization.

11.   Confidentiality. Subject to Section 10 , as a material inducement to the Company to enter into this Agreement, Employee agrees that Employee will not, directly or indirectly, disclose to any person or entity any information the terms and conditions of this

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Agreement, provided that Employee may make disclosure of the foregoing: (a) to the extent that such disclosure is specifically required by law or legal process or as authorized in writing by the Company (including without limitation, disclosure to the Internal Revenue Service and other tax authorities); (b) to Employee’s tax advisor(s) or accountant(s) as may be necessary for the preparation of tax returns or other reports required by law; (c) to Employee’s attorney(s); and/or (d) to members of Employee’s immediate family, provided that, prior to disclosing any such information (except disclosures required by law or legal process or as authorized in writing), Employee will inform the recipients that they are bound by the limitations of this Section.

12.     Attorneys’ Fees. Each party shall bear her or its own attorney’s fees in connection with the negotiation and preparation of this Agreement. In the event of any dispute arising out of or relating to a party’s performance or nonperformance of its obligations under this Agreement, the prevailing party shall be entitled to recover attorneys’ fees, costs and expenses actually incurred in connection with any action brought to resolve the dispute.

13.     No Presumption Against Drafter. Employee and the Company understand that this Agreement is deemed to have been drafted jointly by the parties. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

14.    Entire Agreement. Employee and the Company understand that this Agreement represents the entire agreement and understanding between the parties with respect to the subject matter hereof and, except as expressly stated in this Agreement, supersedes any prior agreement, understanding or negotiations respecting such subject matter; provided however, that this Agreement shall not limit, modify or supersede Employee’s obligations under any agreement between Employee and the Company providing for confidentiality and non-use of information belonging to the Company or any of its affiliates, for the prohibition of use of the intellectual property and other assets of the Company or any of its affiliates, or prohibiting the solicitation of the employees of the Company or any of its affiliates. No change to or modification of this Agreement shall be valid or binding unless it is in writing and signed by Employee and a duly authorized representative of the Company.

15.    No Reliance. Employee and the Company acknowledge that each of them is relying solely upon the contents of this Agreement, that there have been no other representations or statements made by any of the Released Parties or Employee, and that Employee and the Company are not relying on any other representations or statements whatsoever of any of the Employee Released Parties or Employee as an inducement to enter into this Agreement.

IN WITNESS WHEREOF, this Agreement is executed by the parties hereto as of the date indicated by the signature.

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