This Award Agreement may be modified or amended at any time, in accordance with Section 14 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects your rights or obligations under this Award Agreement (with such an effect being presumed to arise from a modification that would trigger assessment of the additional tax under Section 409A of the Code).  Notwithstanding the foregoing, the Committee may, however, take any action permitted by Section 12 of the Plan without your written consent.