The Committee may unilaterally amend or alter the terms of the PSUs, including this Award Agreement, retroactively or otherwise, in any manner consistent with the provisions of Section 15 of the Plan; provided, however, that no such alteration or amendment may, without the consent of the Participant, materially impair the previously accrued rights of the Participant with respect to the PSUs. Notwithstanding any provision herein to the contrary, the Committee shall have broad authority to amend this Award Agreement to take into account changes in applicable tax laws, accounting rules, stock exchange rules and other applicable state and federal laws, including without limitation, any amendments made pursuant to Section 409A of the Code.